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OMB APPROVAL
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UNITED STATES OMB Number: 3235-0060
SECURITIES AND EXCHANGE COMMISSION Expires: May 31, 2000
Washington, D.C. 20549 Estimated average burden
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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) NOVEMBER 18, 1999
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NAPA NATIONAL BANCORP
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(Exact name of registrant as specified in its charter)
CALIFORNIA 0-11090 94-2780134
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
901 MAIN STREET, NAPA, CALIFORNIA 94559-3044
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (707) 257-2440
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS.
99.1 Joint Press Release dated November 19, 1999.
SIGNATURES*
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
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NAPA NATIONAL BANCORP
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(Registrant)
NOVEMBER 24, 1999 /s/ Brian J. Kelly
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Date Brian J. Kelly
Chief Operating Officer
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* Print name and title of the signing officer under his signature.
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Exhibit 99.1
Friday November 19, 8:02 am Eastern Time
Company Press Release
Wells Fargo, Napa National Bancorp Announce Definitive Acquisition Agreement
NAPA, Calif.--(BUSINESS WIRE)--Nov. 19, 1999--Wells Fargo & Company (NYSE: WFC)
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and Napa National Bancorp said today they have signed a definitive agreement for
Wells Fargo to acquire Napa National Bancorp and its subsidiary Napa National
Bank.
Napa National Bank, founded in 1982, serves retail and business customers
through four locations in Napa Valley. It has 80 employees and $160 million in
assets.
The acquisition, scheduled to be completed in the first quarter of next year,
requires approval from banking regulators and shareholders of Napa National
Bancorp. Under the terms of the agreement, valued as of the close of trading
Nov. 18, Wells Fargo will issue approximately $33 million of its common stock
for all the stock of Napa National Bancorp.
Assuming all outstanding options to purchase Napa National stock are exercised
before the transaction closes, Napa National shareholders will receive
approximately $36.55 of Wells Fargo common stock for each Napa National share
they own.
"We are pleased to welcome Napa National Bank to our Wells Fargo family," said
Anat Bird, regional president for Wells Fargo in Northern California. "Napa
National has strong roots in the Napa Valley and they're known for outstanding
customer service. With this acquisition, customers will continue to enjoy both
that commitment to community banking and superior customer service."
According to Bird, "Banking decisions still will be made locally in the Napa
Valley and customers will enjoy the convenience of being able to bank at almost
3,000 locations across 22 states, through more than 6,500 ATMs and the
industry's leading Internet bank and take advantage of one of the broadest sets
of products and services in our industry."
"The highly successful Wells Fargo philosophy of maintaining local authority
and providing quality service will fit well with Napa National," said Brian
Kelly, chief executive officer of Napa National Bank. "Joining Wells Fargo is a
great opportunity for our customers because they'll be able to take advantage of
more services than a bank our size could provide.
"The new Wells Fargo can offer our customers an unparalleled range of financial
products -- investments to mortgages to insurance -- while still retaining the
high level of local service our customers expect and deserve."
Wells Fargo is a $207 billion diversified financial services company providing
banking, insurance, investments, mortgage and consumer finance through almost
6,000 stores, the Internet (www.wellsfargo.com), and other distribution channels
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across North America and elsewhere internationally.
Contact:
Wells Fargo Bank
Stacy Smithers, 916/440-4172
or
Napa National
Brian Kelly, 707/259-5501
