As filed with the Securities and Exchange Commission on July 31, 2000
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): July 31, 2000
________________________
NORTH COUNTRY FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Michigan 0-20167 38-2062816
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
3530 North Country Drive
Traverse City, Michigan 49684
(Address of Principal Executive Offices) (Zip Code)
________________________
Registrant's telephone number, including area code: (231) 929-5600
This Form 8-K is being filed for the purpose of
updating the description of the Registrant's Common
Stock contained in the Registrant's Registration
Statement on Form 8-A with respect to such Common
Stock.
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Item 5. Other Events.
North Country Financial Corporation (the
"Company") entered into a Rights Agreement with
Registrar and Transfer Company, as agent, (the "Rights
Agent") dated as of June 21, 2000 (the "Rights
Agreement") pursuant to which a dividend of one
preferred share purchase right (a "Right") for each
outstanding share of common stock, no par value (the
"Common Shares"), of the Company will be issuable on
the terms and subject to the conditions set forth
therein. The Rights will be granted on July 31, 2000
(the "Record Date") to the shareholders of record as of
the close of business on that date. Each Right
entitles the registered holder to purchase from the
Company one one-thousandth of a share of Series B
Junior Participating Preferred Stock, par value $.01
per share (the "Preferred Shares"), of the Company at a
price of $200.00 per one one-thousandth of a Preferred
Share (the "Purchase Price"), subject to adjustment.
The description and terms of the Rights are set forth
in the Rights Agreement.
The Rights Agreement provides that the Rights will
not be exercisable until the Distribution Date, which
will be the earlier of (i) 10 days following a public
announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired
beneficial ownership of 10% or more of the Company's
outstanding Common Shares, or (ii) 10 business days (or
such later date as is established by the Board before
any person or group becomes an Acquiring Person)
following the commencement of, or the announcement of
an intention to make, a tender offer or exchange offer
which, if consummated, would result in the beneficial
ownership by a person or group of 10% or more of the
Company's outstanding Common Shares.
Until the Distribution Date (or the earlier
redemption or expiration of the Rights), the Rights
will be transferred with, and only with, the Common
Shares. For Common Shares outstanding as of July 31,
2000, the Rights will be evidenced by the certificates
for such Common Shares. For Common Shares issued
thereafter, the Rights will be evidenced by a notation
on the certificate incorporating the Rights Agreement
by reference. In either case, until the Distribution
Date (or the earlier redemption or expiration of the
Rights), the surrender for transfer of any certificate
for Common Shares will constitute the transfer of the
Rights associated with the Common Shares represented by
the certificate. As soon as practicable after the
Distribution Date, separate certificates evidencing the
Rights ("`Right Certificates") will be mailed to
holders of record of the Common Shares as of the close
of business on the Distribution Date, and thereafter
such separate Right Certificates alone will evidence
the Rights.
If any person or group of affiliated or associated
persons becomes an Acquiring Person, each holder of a
Right (other than the Acquiring Person, whose Rights
will have become void) will be entitled, upon the
exercise of the Right, to receive that number of Common
Shares having a market value of two times the exercise
price of the Right. In addition, if, after a person or
group has become an Acquiring Person, the Company is
acquired in a merger or other business combination
transaction or if 50% or more of its consolidated
assets or earning power are sold, each holder of a
Right will be entitled to receive, upon the exercise of
the Right at its then current
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exercise price, that number of shares of common stock of
the acquiring company having a market value at the time of
such event of two times the exercise price of the Right.
At any time before an Acquiring Person acquires
beneficial ownership of 10% or more of the Company's
outstanding Common Shares, the Board may redeem the
Rights in whole, but not in part, at a price of $.01
per Right, on such terms as the Board may establish in
its sole discretion. Immediately upon any redemption
of the Rights, the right to exercise the Rights will
terminate and the holders will be entitled only to
receive the foregoing redemption price.
At any time after any person or group becomes an
Acquiring Person, but before the Acquiring Person
acquires 50% or more of the Company's outstanding
Common Shares, the Board may exchange the Rights (other
than those held by the Acquiring Person, which will
have become void), in whole or part, at an exchange
ratio of one Common Share or one one-thousandth of a
Preferred Share (or of a share of a class or series of
the Company's preferred stock having equivalent rights,
preferences and privileges) per Right.
The number of outstanding Rights and the number of
one one-thousandths of a Preferred Share issuable upon
exercise of each Right are subject to adjustment if,
prior to the Distribution Date, there is a stock split
of the Common Shares; a stock dividend on the Common
Shares payable in Common Shares; or a subdivision,
consolidation or combination of the Common Shares.
The Purchase Price payable, and the number of
Preferred Shares or other securities or property
issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred
Shares of certain rights or warrants to subscribe for
or purchase Preferred Shares at a price, or securities
convertible into Preferred Shares with a conversion
price, less than the then current market price of the
Preferred Shares or (iii) upon the distribution to
holders of the Preferred Shares of evidences of
indebtedness or assets (excluding a regular quarterly
cash dividend or a dividend payable in Preferred
Shares) or of subscription rights or warrants (other
than those referred to above). With certain
exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price.
The holder of a Right, as such, will have no
rights as a shareholder of the Company (including,
without limitation, the right to vote or to receive
dividends) until the Right is exercised. The terms of
the Rights may be amended by the Board without the
consent of the holders of the Rights, provided that no
amendment adversely affects the interests of the
holders.
If not exercised, redeemed or exchanged sooner,
the Rights will expire on July 31, 2010 (the "Final
Expiration Date"), unless such expiration date is
extended.
Preferred Shares purchasable upon exercise of the
Rights will not be redeemable. Each Preferred Share
will be entitled to a minimum preferential quarterly
dividend payment of $10 per share but will be entitled
to an aggregate dividend of 1,000 times the dividend
declared per
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Common Share. In the event of
liquidation, the holders of the Preferred Shares will
be entitled to to a preferential liquidation payment
equal to the greater of $1,000 per share or 1,000 times
the payment made per Common Share. Each Preferred
Share will have 1,000 votes, voting together with the
Common Shares. Finally, in the event of any merger,
consolidation or other transaction in which Common
Shares are exchanged, each Preferred Share will be
entitled to receive 1,000 times the amount received per
Common Share. These rights are protected by customary
antidilution provisions.
Because of the nature of the Preferred Shares'
dividend, liquidation and voting rights, the value of
the one one-thousandth interest in a Preferred Share
purchasable upon exercise of each Right should
approximate the value of one Common Share.
No fractional Preferred Shares will be issued
(other than fractions which are integral multiples of
one one-thousandth of a Preferred Share, which may, at
the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred
Shares on the last trading day prior to the date of
exercise.
A copy of the Rights Agreement has been filed with
the Securities and Exchange Commission as an Exhibit to
this Registration Statement on Form 8-A. A copy of the
Rights Agreement is available free of charge from the
Company. This summary description of the Rights does
not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, which is
hereby incorporated herein by reference.
Item 7. Exhibits.
Exhibit No. Description
(4) Rights Agreement, dated as of June
21, 2000, between North Country
Financial Corporation and Registrar and
Transfer Company, as Rights Agent, which
includes as Exhibit A the attachment to
the Certificate of Amendment, as Exhibit
B the Form of Right Certificate, and as
Exhibit C the Summary of Rights to
Purchase Preferred Shares.
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SIGNATURE
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.
NORTH COUNTRY FINANCIAL CORPORATION
By: /s/ Ronald G. Ford
----------------------------
Ronald G. Ford
Chief Executive Officer
Date: July 31, 2000.
