UNITED STATES
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......March 17, 1998
National Bancorp of Alaska, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-10769 92-0087646
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Northern Lights Boulevard and C Street, Anchorage, AK 99503
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(Address of principal executive offices) (Zip Code)
(907) 276-1132
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(Registrant's telephone number, including area code
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Item 5. Other Events
Press Release
NEWS
NATIONAL BANK OF ALASKA
P. O. Box 100600, Anchorage, Alaska 99510-0600 (907) 265-2771
FOR IMMEDIATE RELEASE CONTACT: Elaine Junge, APR
DATE: March 17, 1998 (907) 265-2771
National Bancorp of Alaska Announces
Quarterly Dividend and Stock Split
(Anchorage, AK) -- At its March board meeting, National Bancorp of Alaska's
board of directors approved a quarterly cash dividend of $.50 per share and
authorized a four-for-one stock split, according to board chairman Edward B.
Rasmuson. This action was taken immediately following the annual shareholders'
meeting during which shareholders authorized an increase in common stock shares
from 10.5 million to 40 million to accommodate the split.
"We're pleased to announce our regular quarterly dividend as well as the
stock split," said Rasmuson. "The stock split reduces the per-share price to a
more favorable trading range and broadens the distribution of NBA common
stock."
The dividend is payable April 10, 1998 to shareholders of record on April
3, 1998 (prior to the stock split). The four-for-one stock split is effective
on April 27, 1998 for shareholders of record on April 13, 1998. Shareholders
will automatically receive a certificate representing their new shares.
National Bancorp of Alaska is the holding company that owns all the shares
of National Bank of Alaska. NBA is one of the highest capitalized banks in the
United States. Its stock trading symbol is NBAK. Its website address is
www.nationalbankofalaska.com.
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Item 5
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
NATIONAL BANCORP OF ALASKA, INC.
National Bancorp of Alaska, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware
(the "Corporation"), DOES HEREBY CERTIFY:
FIRST: At a meeting of the Board of Directors of the Corporation, held
upon proper notice and duly convened, the Board of Directors of the Corporation
adopted resolutions proposing and declaring advisable amendments to Paragraphs
(A) and (C) of Article Fourth of the Certificate of Incorporation and calling
for the submission of said amendments to the stockholders of the Corporation
for their consideration and approval. The resolutions setting forth said
amendments are as follows:
RESOLVED, that Paragraph (A) of Article FOURTH of the
Certificate of Incorporation of the Corporation be, and it
hereby is, amended in its entirety to read as follows:
The total number of shares of all classes of capital
stock which the Corporation shall have authority to
issue is Forty Million (40,000,000) shares of common
stock, par value $2.50 per share (hereinafter called
"Common Stock").
Upon this amendment becoming effective (the "Effective
Date"), each of the issued and outstanding shares of
Common Stock, par value $10.00 per share, shall, without
any action on the part of the holder thereof, be
reclassified as and changed into four (4) shares of
Common Stock, par value $2.50 per share (the "Stock
Split"). The Stock Split shall be accomplished by
mailing to each stockholder of record as of the close of
business on the Effective Date a certificate
representing three additional shares of Common Stock,
par value $2.50 per share, for each share of Common
Stock, par value $10.00 per share, held by the
stockholder on that date; provided, however, that each
person holding of record a stock certificate or
certificates representing shares of Common Stock, par
value $10.00 per share, shall receive, upon surrender of
such certificate or certificates, a new certificate or
certificates evidencing and representing the number of
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CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
NATIONAL BANCORP OF ALASKA, INC.
Page Two
shares of Common Stock, par value $2.50 per share, to
which such person is entitled.
FURTHER RESOLVED, that the number "198,363" in the second
sentence of Paragraph (C) of Article FOURTH of the Certificate
of Incorporation of the Corporation be, and it hereby is,
deleted and replaced with the number "793,452."
SECOND: That said amendment has been approved by the affirmative vote of
the holders of a majority of the outstanding shares of Common Stock of the
Corporation at the Annual Meeting of Stockholders held on March 17, 1998.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said National Bancorp of Alaska, Inc., has caused this
Certificate to be executed by its President this 17th day of March, 1998.
NATIONAL BANCORP OF ALASKA, INC.
BY: /s/Richard Strutz
Name: Richard Strutz
Title: President
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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.
NATIONAL BANCORP OF ALASKA, INC.
March 17, 1998 /s/Gary Dalton
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Date Gary Dalton,Executive Vice
President and Controller
(Pricipal Accounting Officer)
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