AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1998
REGISTRATION NUMBER 333-39435
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
NATIONAL BANCORP OF ALASKA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 92-0087646
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
301 WEST NORTHERN LIGHTS BOULEVARD
ANCHORAGE, ALASKA 99510
TELEPHONE (907) 276-1132
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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Edward B. Rasmuson Copy to:
Chairman of the Board Brian D. Alprin, Esq.
National Bancorp of Alaska, Inc. Laurence S. Lese, Esq.
301 West Northern Lights Boulevard Duane, Morris & Heckscher LLP
Anchorage, Alaska 99510 1667 K Street, N.W., Suite 700
Telephone (907) 276-1132 Washington, DC 20006-1608
(Name, address, including zip code, and telephone Telephone (202) 776-7800
number, including area code, of agent for service.)
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Approximate date of commencement of proposed sale to the public: upon
effectiveness of registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
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If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE>
PROSPECTUS
NATIONAL BANCORP OF ALASKA, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
200,000 SHARES OF COMMON STOCK
($2.50 PAR VALUE)
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of
National Bancorp of Alaska, Inc. (the "Company") provides an economical and
convenient method for holders of record of shares of the Company's common stock,
par value $2.50 per share ("Common Stock") to purchase additional shares of
Common Stock by reinvesting all or part of their cash dividends paid on their
shares of Common Stock and by making optional cash purchases. Participants in
the Plan may automatically reinvest cash dividends on their certificated and
Plan shares and may also make optional cash payments to purchase Common Stock.
The proceeds of dividends reinvested in the Plan and optional cash
payments will be administered by the Plan Administrator. Additional shares of
Common Stock of the Company will be purchased by the Plan Administrator from
shares held by the Company in the treasury for such purpose. The Plan does not
represent a change in the Company's dividend policy or a guarantee of future
dividends. Dividends will continue to depend on earnings, financial
requirements, government regulations and other factors.
The price of shares purchased by the Plan Administrator will be equal
to the average price for all trades of the Common Stock during the 30 days prior
to the date on which the purchases were made.
The Common Stock of the Company is traded on the National Market System
of the National Association of Securities Dealers, Inc. Automated Quotations
System ("NASDAQ-NMS"). Purchases of shares will provide the Company with
additional funds for general corporate purposes.
All holders of Common Stock may enroll in the Plan by executing and
submitting an Authorization Card to the Plan Administrator.
This Prospectus relates to authorized and unissued shares of Common
Stock, as well as shares held in the Company's treasury, all of which have been
registered for purchase under the Plan. It is suggested that this Prospectus be
retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
THE SECURITIES OF BANCORP OFFERED HEREBY ARE
NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS
OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER GOVERNMENTAL AGENCY.
------------------------
No person has been authorized to give any information or to make any
representation, not contained herein, in connection with the offer contained in
this Prospectus, and if given or made, such information or representation must
not be relied upon as having been authorized. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
other than the registered securities to which it relates or an offer to sell or
solicitation of an offer to buy to any person in any jurisdiction in which it
would be unlawful to make such offer or solicitation. Neither the delivery of
this Prospectus at any time, nor any offer or solicitation made hereunder, shall
under any circumstances imply that the information herein is correct as of any
time subsequent to its date.
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This date of this Prospectus is June 30, 1998.
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AVAILABLE INFORMATION
National Bancorp of Alaska, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission ("Commission") relating
to its business, financial position, results of operations and other matters.
Such reports, proxy statements and other information can be inspected at the
Public Reference Room of the Commission, 450 Fifth Street, N.W., Washington,
D.C.; and at the following Regional Offices of the Commission: Suite 1300, 7
World Trade Center, New York, New York 10048; and Suite 1400, Citicorp Center,
500 West Madison Street, Chicago, Illinois 60661-2511. Copies of such material
can be obtained from the Public Reference Section of the Commission in
Washington, D.C. 20549 at prescribed rates. Additionally, the Commission
maintains a Web site that contains reports, proxy and information statements,
and other information regarding the Company; the address of the site is
(http://www.sec.gov).
The Company has filed with the Commission in Washington, D.C. a
Registration Statement under the Securities Act of 1933 with respect to the
Common Stock to which this Prospectus relates. This Prospectus does not contain
all of the information set forth in such Registration Statement, certain parts
of which are omitted in accordance with the rules and regulations of the
Commission. For further information pertaining to the Company, the Common Stock
and related matters, reference is made to such Registration Statement, including
the exhibits incorporated therein by reference or filed as a part thereof which
may be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, upon payment of the prescribed fees. The
Company's Common Stock is quoted on the NASDAQ National Market System, and such
reports, proxy statements and other information can be inspected at the offices
of NASDAQ Operations, 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents and portions of documents filed by the Company with
the Securities and Exchange Commission are hereby incorporated into this
Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;
(c) The Company's Current Report on Form 8-K filed March 17, 1998; and
(d) The section captioned "Description of Common Stock of the Holding
Company" as set forth on page 28 of the registrant's Rule 424
prospectus dated September 13, 1984, as contained in registrant's
Form S-14 registration statement File No. 2-78795.
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The Company additionally incorporates by reference herein all documents to
be subsequently filed by the Company pursuant to Sections 13, 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, and deems such documents to be part hereof from the dates
of filing such documents. Copies of these documents will not be filed with this
registration statement. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that
such statement is modified or superseded by a subsequently filed document which
also is or is deemed to be incorporated by reference herein. Any such statement
so modified or superseded shall not be deemed to constitute a part of this
Prospectus, except as so modified or superseded.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all documents incorporated herein by reference (other than the
exhibits to such documents). Written requests for such documents should be
addressed to Mr. Gary Dalton, Controller, National Bancorp of Alaska, Inc., 301
West Northern Lights Boulevard, Anchorage, Alaska 99510. Telephone requests may
be directed to the Company at (907) 276-1132.
NATIONAL BANCORP OF ALASKA, INC.
The Company is a Delaware corporation organized on June 21, 1982, and
registered as a bank ho0lding company under the Bank Holding Company Act of
1956. The Company's principal asset is its investment in National Bank of Alaska
(the "Bank"), a wholly-owned subsidiary. Through its subsidiary, the Company
engages in commercial banking and trust activities. For additional information
concerning the business of the Company and its subsidiaries, see pages 2 through
9 of the Company's 1997 Annual Report to Shareholders; such information is
provided solely to apprise the Participants of the nature of the Company's
business and is not incorporated herein by reference.
The Bank was established as a state-chartered bank in 1916 and converted to
a national banking association in 1950. The Bank engages in general banking
business offering checking accounts, savings accounts, money market accounts,
Time Certificates of Deposit, securities sold under agreements to repurchase,
Individual Retirement Accounts, commercial loans, home equity loans, unsecured
lines of credit, consumer loans, construction and mortgage loans, lease
financing, safe deposit services, night depositories, Visa credit cards (Classic
and gold), walk-up and drive-in banking with an international automated teller
machine network and other services incidental to serving the banking needs of
individuals, corporations, government and quasi-government bodies. As of
December 31, 1997, the Bank's banking operations were conducted from more than
50 banking offices and 100 ATMs located throughout the State of Alaska.
The Bank's Trust Department offers services to individuals and corporations
throughout Alaska including settlement of estates, administration of living and
testamentary trusts, management
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of investment agency accounts, custodianships, and administration of employee
benefit trusts. The Bank had trust assets of approximately $2.5 billion under
its supervision as of December 31, 1997.
The Bank's International Department offers customer services in connection
with international business. The Department maintains correspondent
relationships with banks located in certain world trade centers, including Tokyo
and New York. Transactions handled by this Department include cable, wire, and
mail transfers of funds, negotiating and advancing funds under export Letters of
Credit, buying and selling foreign currencies, handling collection from foreign
banks, and financing imports and exports. An Edge Act subsidiary, National Bank
of Alaska International Banking Corp., has a branch located in Seattle,
Washington with its head office in Anchorage, Alaska.
The principal executive offices of the Company are located at 301 West
Northern Lights Boulevard, Anchorage, Alaska 99510, and its telephone number is
(907) 276-1132.
DESCRIPTION OF THE PLAN
The following is a question and answer statement of the provisions of the
Company's Dividend Reinvestment and Stock Purchase Plan (the "Plan") under which
all record holders of the Company's Common Stock are eligible to participate. As
of June 26, 1998, the Company has 32,000,000 shares of Common Stock outstanding,
including 970,722 shares held in the treasury. See "Description of the Company's
Capital Stock," below. Nothing contained in this Prospectus or in other Plan
information represents a recommendation by the Company or anyone else that any
person buy or sell Common Stock. A decision to utilize the Plan should only be
made after an investor has independently made the necessary investment decision.
The value of the Common Stock may increase or decrease. Plan accounts are not
insured by the Securities Investor Protection Corporation, the Federal Deposit
Insurance Corporation, or any other entity.
The Plan and the underlying shares of Common Stock subject to the Plan were
approved by the Board of Directors of the Company on October 21, 1997.
PURPOSES
1. What are the purposes of the Plan?
The purposes of the Plan are to provide holders of record of shares of
Common Stock of the Company with a simple and convenient method of accumulating
and increasing their investment in shares of Common Stock by investing cash
dividends in additional shares of Common Stock. The Plan will also afford
shareholders with a convenient way to make purchases of Common Stock ("Optional
Purchases") by cash payments ("Optional Payments"), in addition to the amount of
Common Stock purchased through automatic dividend reinvestment. The shares of
Common Stock purchased under the Plan will be purchased by the Plan
Administrator from shares held by the Company in the treasury for such purpose.
The price of shares purchased by the Plan Administrator
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will be equal to the average price for all trades of the Common Stock during the
30 trading days prior to the date on which the purchases were made.
ADVANTAGES
2. What are the advantages of the Plan?
Participants in the Plan:
Will have all or part of the cash dividends on their shares of Common
Stock automatically reinvested in shares of Common Stock.
Will be able to make Optional Purchases of Common Stock, in addition
to the amount of Common Stock purchased through automatic dividend
reinvestment.
Will be able to avoid safekeeping requirements (with respect to
certificated shares) and record keeping costs through the custodial
and reporting services furnished pursuant to the Plan.
Will pay no brokerage fees in connection with purchases of Common
Stock under the Plan.
Funds invested in the Plan are fully invested through the purchase of
fractions of shares, as well as full shares. Proportionate cash dividends on
fractions of shares are used to purchase additional shares.
ADMINISTRATION
3. What are the functions of the Plan Administrator?
The National Bank of Alaska, Trust Department (the "Plan Administrator")
administers the Plan for Participants, executes purchases of Common Stock
directly from the Company from treasury shares, keeps records, sends statements
of account to Participants (See Question No. 16) and performs other duties
relating to the Plan. Shares of Common Stock purchased under the Plan are
registered in the name of the Plan Administrator's nominee and are credited to
the accounts of the Participants in the Plan. The Plan Administrator acts in the
capacity of representative for the Participants.
PARTICIPATION
4. Who is eligible to participate?
All holders of record of shares of Common Stock, other than brokers or bank
nominees, are eligible to participate in the Plan. Each shareholder who
participates in the Plan may reinvest all
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or part of the cash dividends to which he or she becomes entitled until such
shareholder terminates his or her enrollment in the Plan or the Company
terminates the Plan. To participate in the Plan, beneficial owners of shares of
Common Stock whose shares are registered in other names (for instance, in the
name of a broker or a nominee) must first become owners of record of such shares
by having those shares transferred into their own names. Many brokers have their
own plans for reinvestment of dividends with respect to securities held by such
brokers for the benefit of their investor clients; if such brokers permit the
reinvestment of dividends with respect to Company Common Stock held by such
brokers, such clients may utilize the broker's dividend reinvestment plan to
purchase additional shares of Company Common Stock.
5. How does a shareholder participate?
After being furnished with a copy of this Prospectus, holders of Common
Stock may join the Plan at any time by signing an authorization card
("Authorization Card") and returning it to the Plan Administrator. An
Authorization Card is enclosed with this Prospectus and additional cards may be
obtained by sending a written request to National Bancorp of Alaska, Inc., 301
West Northern Lights Boulevard, Anchorage, Alaska 99510, Attention: Dividend
Reinvestment and Stock Purchase Plan Administrator.
6. When will the investment of dividends start?
Investment of dividends will commence after an Authorization Card is
received by the Plan Administrator. If a properly executed Authorization Card is
received by the Plan Administrator prior to the record date for the payment of a
dividend, then that dividend and all future dividends of the participating
shareholder will be reinvested in shares of Common Stock for the participant's
account in accordance with the Plan. If an Authorization Card is received on or
after such record date, then the dividend for that particular record date will
be sent directly to the shareholder of record; and the reinvestment of dividends
for that Participant will begin with the next succeeding dividend.
Shareholders are cautioned that neither the Plan nor this Prospectus
represents a change in the Company's dividend policy or a guarantee of future
dividends. The payment of dividends on the Common Stock of the Company will
continue to depend upon the Company's earnings, financial requirements,
governmental regulations and other factors.
7. Are Plan participants required to send in a new Authorization Card
annually?
No. Shareholders enrolled in the Plan will continue to be enrolled in the
Plan without further action on their part, unless the Participant gives notice
to the Plan Administrator in writing that he or she wishes to withdraw from
participation. (See Questions Nos. 22, 23, and 24 for information concerning
withdrawal from the Plan.)
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8. What does the Authorization Card provide?
The Authorization Card directs the Plan Administrator to apply all or part
of the Participant's cash dividends on shares of Common Stock registered in the
Participant's name, as well as on all shares of Common Stock credited to the
Participant's account under the Plan, to the purchase of additional shares of
Common Stock. The Form also provides a space for making Optional Purchases.
9. Does the Plan permit a Participant to make optional cash contributions to
purchase additional shares of Common Stock?
Yes. See the section and questions immediately following.
OPTIONAL PURCHASES
10. When may Optional Purchases be made?
To be eligible to make Optional Purchases under the Plan, the person must
be a shareholder with shares registered in his or her name (as opposed to street
name). A Participant may make an Optional Purchase when enrolling in the Plan by
enclosing an Optional Payment (a check or money order payable to "National Bank
of Alaska Trust Department, Plan Administrator") with the Authorization Form and
returning it to the Plan Administrator. The Optional Payment will be invested in
shares of Common Stock on the next monthly investment date ("Investment Date").
Any initial payment submitted without an Authorization Form will be returned.
After initial enrollment in the Plan, a Participant may make Optional Purchases
as often as monthly by sending an Optional Payment with an Optional Purchase
form to the Plan Administrator.
Any Optional Payments that a Participant submits to the Plan Administrator
will be invested in shares of Common Stock once each month on the Investment
Date for that month, which will be the 15th day of the calendar month (or the
next business day if the 15th day is a Saturday, Sunday or other day on which
the Plan Administrator is authorized to close). No interest will be paid to any
Participant on Optional Payments between the time the Plan Administrator
receives such payments and the time they are invested. The last time that the
Plan Administrator will accept Optional Payments for a given month on a
designated form properly completed is the close of business on the 25th calendar
day of the previous month prior to that month's Investment Date. Any payments
received after the 25th calendar day of a particular month will be invested on
the Investment Date for the succeeding calendar month (for example, if an
Optional Payment is received on or before February 25th, such payment will be
invested on March 15th; however, if an Optional Payment is received on or after
February 26th, it will not be invested until April 15th).
If a Participant submits an Optional Payment and then wishes to have it
returned rather than invested, the Plan Administrator will not be obligated to
return the payment unless a written request that it be returned is received no
later than the close of business on the fifth business day prior to that month's
Investment Date.
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11. In what amounts may Optional Purchases be made?
The amount of Optional Purchases may vary from month to month. The minimum
Optional Purchase is $50 per order by a Company shareholder with respect to any
Investment Date; however, Optional Purchases during any calendar quarter may not
exceed an aggregate of $10,000 per participating shareholder. For purposes of
this limitation, all Plan Accounts under common control or management will be
aggregated and deemed to be one account. The full amount of any month's Optional
Purchase for a Plan Account must be submitted to the Plan Administrator in a
single payment. The Plan Administrator will purchase as many whole shares and
fractional shares (computed to three decimal places) of Common Stock as can be
purchased with the amount submitted.
12. Will shares acquired through Optional Purchases be subject to automatic
dividend investment?
Yes. All dividends paid on shares acquired through Optional Purchases will
be automatically reinvested in shares of Common Stock.
COSTS
13. Are there any expenses to Participants in connection with the Plan?
The costs of administering the Plan will be paid by the Company.
Participants will not incur any charges for joining the Plan. In addition, there
are no charges to the Participants for the custodial and safekeeping services
provided by the Plan Administrator.
Participants may incur brokerage fees, commissions or applicable transfer
taxes upon withdrawal from the Plan when the Participant elects to sell whole
shares distributed in certificate form by the Plan Administrator.(See Question
No. 22).
PURCHASES
14. What will be the price of shares purchased under the Plan?
The purchase price of shares of Common Stock with reinvestment dividends or
Optional Payments will equal the average price per share for all trades during
the 30 trading days prior to the date on which the purchase was made.
In making purchases of Common Stock, the Plan Administrator may commingle
each Participant's reinvestment dividends with those of other Participants. The
Company will not have responsibility as to the value of the Common Stock
acquired for the Participant's account.
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15. When will purchases be made under the Plan?
Purchases with reinvestment dividends will normally be made by the Plan
Administrator following the payment of dividends but in any event within thirty
days thereafter.
For purchases with Optional Payments, see Question 10 above.
However, for a number of reasons, including observance of the Rules and
Regulations of the Securities and Exchange Commission requiring temporary
curtailment or suspension of purchases, the whole amount of the funds available
in a Participant's account for purchases of Common Stock might not be applied to
the purchase of such stock on or before the next Dividend Payment Date or
Investment Date.
REPORTS TO PARTICIPANTS
16. What kind of reports will be sent to Participants in the Plan?
Each Participant in the Plan will receive a statement of account after each
Dividend Payment Date. The statement will inform the Participant of the account
transactions that have taken place, setting forth the amount of dividends
received, the number of shares purchased, the purchase date and price, the total
number of shares held in the Participant's account and all year-to-date
transactions in the Participant's account. These statements are a Participant's
record of the costs of his purchases and should be retained for income tax
purposes. In addition, each Participant will receive copies of other
communications sent to holders of shares of Common Stock and Internal Revenue
Service information for reporting dividend income received.
The statement will also include an Optional Purchase form.
DIVIDENDS
17. Will Participants be credited with dividends on shares held in their Plan
accounts?
Yes. All dividends on shares held under the Plan are automatically
reinvested. Dividends will be credited on full shares and fractional shares held
in a Participant's account. Dividends so credited will be reinvested in
additional shares and credited to a Participant's account.
CERTIFICATES FOR SHARES
18. Will certificates be issued for shares of Common Stock purchased under the
Plan?
No. Shares of Common Stock purchased under the Plan for the accounts of
Participants will be registered in the name of the Plan Administrator's nominee.
The total number of shares credited to an account under the Plan will be shown
on each statement of account. This custodial service protects Participants
against the risk of loss, theft or destruction of stock certificates.
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Certificates for any number of whole shares credited to an account under
the Plan will be issued at any time upon the written request of a Participant to
the Plan Administrator. Any remaining full shares and fractions of a share will
continue to be credited to the Participant's account.
Certificates for fractions of shares will not be issued under any
circumstances.
19. In whose name will certificates be registered when issued?
Accounts under the Plan will be maintained in the names in which
certificates of the Participants were registered at the time the participants
entered the Plan. Certificates for whole shares will be similarly registered
when issued at the request of a participant (See Question No. 18).
SALE OF SHARES
20. May shares held in the Plan be sold, transferred, pledged or assigned?
Shares held in the Plan for a Participant are not permitted to be sold,
transferred, pledged, or assigned. Any such purported transaction will be void.
The Plan Administrator will not sell any shares held in Program accounts for or
on behalf of any Participant. However, a Participant may at any time request
that shares held in his or her account be issued to him or her in certificate
form, at which time the Participant may sell or otherwise transfer such shares.
(See Question No. 18.)
21. What happens when a Participant sells or transfers all of the shares
registered in his or her name?
If a participant disposes of Common Stock registered in his or her name
(those which are not registered in the name of the Plan Administrator's
nominee), the dividends on the shares previously credited to his or her account
under the Plan may continue to be reinvested until the Participant notifies the
Plan Administrator that he or she wishes to withdraw from the Plan (See Question
No. 22), or the Plan Administrator may, at its option, terminate the account.
WITHDRAWAL
22. How does a Participant withdraw from the Plan?
A Participant may withdraw from the Plan at any time by sending a written
withdrawal notice to the Plan Administrator at the address set forth in response
to Question 5. When a Participant withdraws from the Plan, or upon termination
of the Plan by the Company, certificates for whole shares credited to the
Participant's account under the Plan will be issued to the Participant and a
cash payment will be made to the Participant for any fraction of a share (See
Question No. 24.)
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23. When may a Participant withdraw from the Plan?
A Participant may withdraw from the Plan at any time. If the written notice
of withdrawal is received by the Plan Administrator at least seven business days
prior to the record date for a particular dividend, the notice will be effective
as to the reinvestment of that dividend. A notice received fewer than seven days
prior to the record date will not be effective until after the applicable
dividend has been reinvested. All dividends with a record date after the timely
receipt of a withdrawal notice will be mailed to the former Participant.
24. What happens to a fraction of a share when a Participant withdraws from the
Plan?
When a Participant withdraws from the Plan, a cash adjustment representing
any fraction of a share then credited to the Participant's account will be
mailed directly to the Participant. The cash payment will be based on the mean
of the last quoted bid and ask prices of the Common Stock of the Company on the
effective date of withdrawal.
OTHER INFORMATION
25. What happens if the Company issues a stock dividend or declares a stock
split?
Any stock dividends or split shares distributed by the Company on shares
credited to the account of a Participant under the Plan will be added to the
Participant's account. Upon written request by the Participant to the Plan
Administrator, certificates for any number of whole shares so credited will be
issued.
26. What happens if the Company offers its shareholders rights to purchase
additional shares of Common Stock or any other securities?
In the event that the Company makes available to its shareholders rights to
purchase additional shares of Common Stock or any other securities, the Plan
Administrator will deliver to each Participant a subscription warrant for all
such rights. Participants who wish to have the opportunity to exercise any
rights that may be offered by the Company with respect to its Common Stock or
any other security should thereupon exercise such subscription warrant (pursuant
to instructions set forth in the warrant) and return the executed warrant to the
Company, together with any payment for subscribed Common Stock or other
security.
27. How will a Participant's shares held in the Plan be voted at meetings of
shareholders?
Shares held by the Plan Administrator for a Participant will be voted as
the Participant directs with respect to shares held in his or her own name.
For each meeting of shareholders, the Participant will receive a proxy card
which will enable the Participant to vote shares registered in his or her own
name as well as shares held by the Plan Administrator for the Participant. If
the proxy card is returned properly signed and marked for
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voting, all shares held for the Participant under the Plan will be voted in the
manner indicated by the Participant on his or her proxy card. The total number
of shares held under the Plan may also be voted by the Participant in person at
a meeting.
If no instructions are received on a properly signed returned proxy card
with respect to any item thereon, all of the Participants' shares will be voted
in accordance with management's recommendations as set forth on the proxy card.
If the proxy card is returned unsigned, or if the proxy card is not returned,
then none of the Participant's shares held by the Plan Administrator will be
voted unless the Participant votes in person.
28. What are the federal income tax consequences of participation in the Plan?
The following summary addresses certain of the federal income tax
consequences of participation in the Plan. The summary does not address state,
local, or foreign tax consequences or the applicability of taxes other than
income taxes. Each Participant should consult his or her own tax advisor to
determine particular tax consequences, including state, local, and foreign tax
consequences, which may result from participation in the Plan and a subsequent
disposal of shares acquired pursuant to the Plan.
Participants in the Plan will be treated for federal income tax purposes as
having received, on the Dividend Payment Date, a dividend in an amount equal to
the fair market value on such Dividend Payment Date of the shares acquired with
reinvestment dividends. The tax basis of shares acquired with reinvestment
dividends or Optional Payments will equal the fair market value on the related
Dividend Payment Date.
A Participant's holding period for shares acquired pursuant to the Plan
will begin on the day following the date of their acquisition for the
Participant's account.
A Participant will not realize any taxable income upon receipt of
certificates for whole shares previously credited to the Participant's account
either upon the Participant's request for certificates for these shares or upon
withdrawal from or termination of the Plan.
A Participant will realize gain or loss upon receipt of a cash payment upon
withdrawal from or termination of the Plan for a fractional share equivalent
credited to the Participant's account. In addition, a Participant will realize
gain or loss when the Participant sells or exchanges shares received by the
Participant after withdrawal of such shares from the Plan or upon termination of
the Plan. The amount of such gain or loss will be the difference between the
amount that the Participant receives for the shares or a fractional share
equivalent and the tax basis therefor.
An annual statement summarizing appropriate tax information will be sent to
each Participant by the Plan Administrator. In addition, the federal tax laws
impose certain reporting obligations upon brokers and others. As a result, the
Plan Administrator will be required to report any sales of stock by it on behalf
of a Participant in the Plan.
-13-
<PAGE>
29. What provision is made for shareholders subject to federal income tax
withholding?
In the case of a shareholder whose dividends are subject to federal income
tax withholding, the amount of tax required to be withheld will be deducted from
the amount of cash dividends to determine the amount of dividends to be
reinvested.
30. Can a shareholder re-enter the Plan after withdrawing from the Plan?
Yes. A shareholder may re-enter the Plan by following the procedures
applicable for initial enrollment in the Plan. However, the Company reserves the
right to reject any Authorization Card from a previous Participant in the event
of excessive enrollments and withdrawals.
31. What is the responsibility of the Company and the Plan Administrator?
In administering the Plan, the Company and the Plan Administrator will not
be liable for any act done in good faith or for any good faith omissions to act,
including, without limitation, any claim of liability (i) arising out of failure
to terminate a Participant's account upon such Participant's death prior to
receipt by the Plan Administrator of written notice of such death, and (ii) with
respect to prices at which shares are purchased or sold for the Participant's
account and the times such purchases or sales are made.
32. May the Plan be changed or discontinued?
Yes. Notwithstanding any other provision of the Plan, the Company (through
its Board of Directors) reserves the right to suspend, modify or terminate the
Plan, or the participation in the Plan by any Participant, at any time. All
Participants affected by such action will receive notice of any such suspension,
modification or termination. Any such suspension, modification or termination
will not, of course, affect previously executed transactions. Upon a termination
of the Plan by the Company, certificates for whole shares credited to
Participants' accounts will be issued, and cash payments will be made for any
fractions of a share credited to Participants' accounts. Such cash payments will
be based on the mean of the last quoted bid and ask prices of the Common Stock
on the effective date of termination.
33. Who interprets the Plan?
The Company will interpret and regulate the Plan; all such interpretations
and regulations shall be conclusive.
-14-
<PAGE>
34. Where should correspondence regarding the Plan be directed?
All correspondence regarding the Plan should be addressed to:
National Bancorp of Alaska, Inc.
301 West Northern Lights Boulevard
Anchorage, Alaska 99510
Attention: Dividend Reinvestment Plan Administrator
USE OF PROCEEDS
The Company has no basis for estimating either the number of shares of
Common Stock that ultimately may be issued pursuant to the Plan or the prices at
which such shares will be sold. The Company proposes to use the net proceeds
from the sale of shares of Common Stock pursuant to the Plan, when and as
received, for general corporate purposes. The Company is unable to estimate the
amount of the proceeds which will be devoted to any specific purpose.
DESCRIPTION OF THE COMPANY'S CAPITAL STOCK
The Company is authorized to issue 40,000,000 shares of Common Stock, par
value $2.50 per share, ("Common Stock"). As of June 26, 1998, 32,000,000 shares
of Common Stock were issued and outstanding, including 970,722 shares in the
treasury.
The following is a summary of the Company's capital stock. The summary is
qualified in its entirety by reference to the Company's Certificate of
Incorporation and Bylaws.
COMMON STOCK
Voting Rights. Each share of Common Stock entitles the holder thereof to
one vote on all matters submitted to a vote of the holders of the Common Stock.
Such shareholders do not have cumulative voting rights with respect to any
matter to be voted upon, including the election of directors.
Dividend Rights. The holders of Common Stock are entitled to receive
dividends as and when declared by the Board of Directors of the Company from
funds legally available for their payment. Under the Delaware General
Corporation Law, dividends may be declared and paid either out of surplus (as
defined) or, in the case no surplus exists, out of net profits for the fiscal
year in which the dividend is declared and the preceding fiscal year.
Other Matters. If the Company were liquidated, the holders of Common Stock
would be entitled to receive, pro rata, all assets available for distribution to
them after full satisfaction of the Company's liabilities.
-15-
<PAGE>
Holders of Common Stock do not have conversion rights with respect to any
securities of the Company. All outstanding shares of Common Stock are, and the
shares offered hereby will be, when issued and delivered, fully paid and
non-assessable. Such shares are not redeemable at the option of or the holders
thereof. Holders of Common Stock have pre-emptive rights (but not with respect
to treasury shares), the effect of which is to allow the shareholders to
maintain their pro-rata share of Common Stock by affording them the right to
purchase shares of Common Stock at any time the Company proposes to sell shares
of its Common Stock for cash.
National Bank of Alaska acts as the transfer agent and registrar for shares
of Common Stock.
The Company furnishes its shareholders annual reports with financial
statements examined by independent certified public accountants.
EXPERTS
The consolidated financial statements of National Bancorp of Alaska, Inc.
and subsidiaries as of December 31, 1997 and 1996, and for each of the years in
the three-year period ended December 31, 1997, incorporated by reference into
this Registration Statement, have been incorporated herein and in the
Registration Statement in reliance upon the report of Deloitte & Touche LLP,
independent auditors, included in the Annual Report on Form 10-K for the year
ended December 31, 1997, and incorporated by reference herein, and upon
authority of said firm as experts in accounting and auditing.
LEGAL OPINION
The legality of the shares of Common Stock offered hereby and federal
income tax consequences of participation in the Plan has been passed upon for
the Company by the law firm of Duane, Morris & Heckscher LLP, Washington, D.C.
SEC POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
The Company's Certificate of Incorporation and Bylaws contain provisions
providing that the Company shall indemnify any director, officer, employee, or
agent of the Company who was or is a party or threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, against any and all expenses,
judgments, fines, and amounts paid in settlement, to the maximum extent
authorized and in the manner prescribed by the Delaware General Corporation Law.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
* * * * *
-16-
<PAGE>
======================================= =======================================
No dealer, salesman or other
person has been authorized to give any
information or to make any
representation not contained in this
Prospectus and, if given or made, such
information or representation must not
be relied upon as having been
authorized by the Company. This NATIONAL BANCORP OF ALASKA, INC.
Prospectus does not constitute an offer
to sell or a solicitation of an offer
to buy any of the securities offered
hereby in any jurisdiction to any
person to whom it is unlawful to make
such offer in such jurisdiction.
------------------------
CONTENTS
Page Common Stock
---- ($2.50 Par Value)
Available Information................3
Incorporation of Certain Documents
by Reference.....................3
National Bancorp of Alaska, Inc......4
Description of the Plan:.............5
Purposes.........................5
Advantages.......................6
Administration...................6 --------------------
Participation....................6 PROSPECTUS
Optional Purchases...............8 --------------------
Costs............................9
Purchases........................9
Reports to Participants..........10
Dividends........................10 DIVIDEND REINVESTMENT AND
Certificates for Shares..........10 STOCK PURCHASE PLAN
Sale of Shares...................11
Withdrawal.......................11
Other Information................12
Use of Proceeds......................15 June 30, 1998
Description of the Company's
Capital Stock....................15
Experts .............................16
Legal Opinion........................16
SEC Position on Indemnification for
Securities Act Liabilities.......16
======================================= =======================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
SEC Registration Fee.................. $ 1,523
Printing Expenses..................... 3,000*
Accountants' Fees and Expenses........ 1,200*
Legal Fees and Expenses............... 15,000*
Blue Sky Fees and Expenses............ 0
Miscellaneous......................... 1,277*
---------
Total................................. $22,000*
--------------
* Estimated
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware authorizes
indemnification of directors, officers and employees of Delaware corporations.
Article Tenth of the registrant's Articles of Incorporation provides that the
Corporation shall, to the fullest extent permitted by Section 145 of the General
Corporation Law of Delaware, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
section from and against any and all of the expenses, liabilities or other
matters referred to in or covered by said section, and the indemnification
provided for therein shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any Bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Article VI, Section 1 of the registrant's bylaws provides for
indemnification of any director, officer, employee, or agent of the registrant
who was or is a party or is threatened to be made a party with respect to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the registrant) against expenses, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the registrant, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 2 of Article VI of the bylaws provides indemnification of any
director, officer, employee, or agent of the registrant who was or is a party or
is threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding by or in the right of the registrant, against
expenses actually and reasonably incurred by him in connection with the defense
or
-18-
<PAGE>
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interest of the
registrant and except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be
liable for willful misfeasance, bad faith, gross negligence or reckless
disregard in the performance of his duty to the registrant unless and only to
the extent that the Delaware Court of Chancery or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.
Section 4 provides that such indemnification should be made of the
registrant only as authorized in the specific case upon a determination that
indemnification is proper in the circumstances because he had met the applicable
standard of conduct set forth in Sections 1 and 2. The determination will be
made (1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit, or proceeding or (2) if
such a quorum is not obtainable, or even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or (3)
by the stockholders.
Additionally, Article "Thirteenth" of the registrant's certificate of
incorporation (as amended in March 1988) provides that "a director of the
corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
except for liability (i) for any breach of the directors' duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law as the same exists or
hereafter may be amended, or (iv) for any transaction from which the director
derived an improper personal benefit." Article Thirteenth also provides that (a)
if the Delaware law is amended to authorize further elimination or limitation of
the liability of directors, then the liability of a director of the registrant
shall be limited to the fullest extent permitted by the amended Delaware law and
(b) any repeal or modification of Article Thirteenth by the stockholders of the
registrant shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director of the registrant existing at
the time of the repeal or modification.
Item 16. Exhibits.
See Index to Exhibits.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)of
the Securities Act of 1933;
-19-
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement; provided,
however, that paragraph (a)(1)(i) and (a)(1)(ii) shall not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission
by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That,for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 6, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceedings) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
-20-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Anchorage, State of Alaska, on the 30th day of June,
1998.
National Bancorp of Alaska, Inc.
By: /s/ Gary Dalton
-------------------
Gary Dalton
Comptroller
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Edward B. Rasmuson, Richard Strutz and Gary Dalton, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign this registration statement and any and all
amendments (including post-effective amendments) to this registration statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either of
them, or their or his substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated below.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Edward B. Rasmuson * Chairman of the Board and Director June 30, 1998
- ------------------------ (Principal Executive Officer)
Edward B. Rasmuson
/s/ Richard Strutz * President and Director June 30, 1998
- ------------------------
Richard Strutz
/s/ Gary Dalton Controller (Principal Financial Officer June 30, 1998
- ------------------------ and Principal Accounting Officer)
Gary Dalton
</TABLE>
-21-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Donald B. Abel, Jr. * Director June 30, 1998
- ------------------------
Donald B. Abel, Jr.
/s/ Gary M. Baugh * Director June 30, 1998
- ------------------------
Gary M. Baugh
/s/ Carl F. Brady, Jr. * Director June 30, 1998
- ------------------------
Carl F. Brady, Jr.
/s/ Alec W. Brindle * Director June 30, 1998
- ------------------------
Alec W. Brindle
/s/ Sharon Wikan * Director June 30, 1998
- ------------------------
Sharon Wikan
/s/ James O. Campbell * Director June 30, 1998
- ------------------------
James O. Campbell
/s/ Jeffry J. Cook * Director June 30, 1998
- ------------------------
Jeffry J. Cook
/s/ Patrick S. Cowan * Director June 30, 1998
- ------------------------
Patrick S. Cowan
/s/ Roy Huhndorf * Director June 30, 1998
- ------------------------
Roy Huhndorf
/s/ James H. Jansen * Director June 30, 1998
- ------------------------
James H. Jansen
/s/ Donald L. Mellish * Director June 30, 1998
- ------------------------
Donald L. Mellish
Director -------, 1998
- ------------------------
Emil Notti
/s/ Howard R. Nugent * Director June 30, 1998
- ------------------------
Howard R. Nugent
/s/ Tennys B. Owens * Director June 30, 1998
- ------------------------
Tennys B. Owens
/s/ Eugene A. Parrish * Director June 30, 1998
- ------------------------
Eugene A. Parrish, Jr.
</TABLE>
-22-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ J/ Michael Pate * Director June 30, 1998
- ------------------------
J. Michael Pate
/s/ Martin R. Pihl * Director June 30, 1998
- ------------------------
Martin R. Pihl
/s/ Edward F. Randolph * Director June 30, 1998
- ------------------------
Edward F. Randolph
/s/ John Schaeffer * Director June 30, 1998
- ------------------------
Major General
John Schaeffer (Ret.)
/s/ Michael K. Snowden * Director June 30, 1998
- ------------------------
Michael K. Snowden
/s/ George S. Suddock * Director June 30, 1998
- ------------------------
George S. Suddock
/s/ Richard A. Wien * Director June 30, 1998
- ------------------------
Richard A. Wien
* By: /s/ Gary Dalton
-----------------------------
Gary Dalton, Attorney-in-Fact
</TABLE>
-23-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequential
Exhibit Page
Number Exhibit Number
- ------ ------- ----------
<S> <C>
4.1 Article Fourth of Certificate of Incorporation of National
Bancorp of Alaska, Inc. filed with the Delaware Secretary
of State on June 21, 1982 (filed herewith)
4.2 Certificate of Amendment filed on November 4, 1992,
amending Article Fourth (A) of the Certificate of
Incorporation of National Bancorp of Alaska, Inc. (filed
herewith)
4.3 Certificate of Amendment filed April 22, 1997, amending
Article Fourth (C) of the Certificate of Incorporation of
National Bancorp of Alaska, Inc. (filed herewith)
4.4 Certificate of Amendment filed April 27, 1998, amending
Article Fourth (A) and (C) of the Certificate of
Incorporation of National Bancorp of Alaska, Inc.
(filed herewith)
4.5 National Bancorp of Alaska, Inc. Dividend Reinvestment
and Stock Purchase Plan
4.6 Form of Authorization Card
4.7 Optional Cash Purchase Form
23.1 Consent of Deloitte & Touche LLP, independent auditors
24.1 Power of Attorney (included on signature page)
99.1 Letter to Existing Shareholders
99.2 Letter to New Shareholders
</TABLE>
-24-
EXHIBIT 4.1
EXHIBIT 4.1
FOURTH: (A) The total number of shares of all classes of capital stock
which the Corporation shall have the authority to issue is Four Million Five
Hundred Thousand (4,500,000) shares of Common Stock of the par value of $10.00
per share (hereinafter called "Common Stock").
(B) Any amendment of the Certificate of Incorporation which shall
increase or decrease the authorized capital stock of the Corporation may be
adopted by the affirmative vote of the holders of a majority of the outstanding
shares of stock of the Corporation entitled to vote.
(C) The registered holders of the shares of Common Stock shall have
only a preemptive right as set forth in this Article to purchase, at such
respective equitable prices, terms, and conditions as shall be fixed by the
Board of Directors, such of the shares of Common Stock of the Corporation or
securities convertible into or carrying options or warrants to purchase such
shares of Common Stock as may be issued for money from time to time. Unless
eliminated, restricted or modified in accordance with the last sentence of this
paragraph (C), such preemptive right shall apply to all shares issued after the
first 3,000,000 shares, whether the additional shares constitute a part of the
shares presently or subsequently authorized or constitute shares held in the
treasury of the Corporation, except that the holders of the Common Stock shall
have no preemptive right to purchase or subscribe for all or any part of 198,363
shares of presently authorized but unissued Common Stock. The preemptive right
of the holders of Common Stock to purchase or subscribe for additional shares of
Common Stock may be eliminated, restricted or modified by the amendment of the
Certificate of Incorporation in accordance with the applicable provisions of the
General Corporation Law of the State of Delaware.
(D) The holders of securities convertible into or carrying options or
warrants to purchase shares of Common Stock shall have no preemptive right, as
such holders, to acquire any shares or securities of any class that may at any
time be issued by the Corporation.
EXHIBIT 4.2
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered Fourth (A) so that, as amended, said
Article shall be and read as follows: The total number of shares of all classes
of capital stock which the corporation shall have authority to issue is TEN
MILLION FIVE HUNDRED THOUSAND (10,500,000) shares of common stock of the par
value of $10 per share (hereinafter called "Common Stock").
EXHIBIT 4.3
RESOLVED, that the Certificate of Incorporation of the Corporation be amended by
changing the Article thereof numbered "Subsection C of Article Fourth" so that,
as amended, said Article shall be and read as follows:
The registered holders of the shares of Common Stock shall have only a
preemptive right as set forth in this Article to purchase, as such
respective equitable prices, terms and conditions as shall be fixed by
the Board of Directors, such of the shares of Common Stock of the
Corporation or securities convertible into or carrying options or
warrants to purchase such shares of Common Stock as may be issued for
money from time to time. Unless eliminated, restricted or modified in
accordance with the last sentence of this paragraph (C), such
preemptive right shall apply to all shares issued after the first
3,000,000 shares, whether the additional shares constitute a part of
the shares presently or subsequently authorized but shall not apply to
shares held in the treasury of the Corporation, except that the holders
of the Common Stock shall have no preemptive right to purchase or
subscribe for all or any part of 198,363 shares of presently authorized
but unissued Common Stock. The preemptive right of the holders of
Common Stock to purchase or subscribe for additional shares of Common
Stock may be eliminated, restricted or modified by the amendment of the
Certificate of Incorporation in accordance with the applicable
provisions of the General Law of the State of Delaware.
EXHIBIT 4.4
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 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."
EXHIBIT 4.5
NATIONAL BANCORP OF ALASKA, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
1. Definitions. The following terms shall have the following meanings:
(a) The "Board of Directors" shall mean the Company's Board of Directors.
(b) The "Company" shall mean National Bancorp of Alaska, Inc.
(c) The "Common Stock" shall mean the Company's Common Stock, par value
$2.50 per share.
(d) "Dividend Payment Date" shall have the meaning set forth in Section 7
hereof.
(e) The "Effective Date" shall mean the first date on which a prospectus
(contained in a registration statement which has been declared
effective by the Securities and Exchange Commission) describing the
Plan is distributed to shareholders of the Company.
(f) "Optional Cash Purchase" and "Optional Cash Payment" shall have the
meanings set forth in Section 8 hereof.
(g) A "Participant" shall mean a shareholder of the Company who enrolls in
the Plan.
(h) The "Plan Administrator" shall mean the entity designated by the
Company, from time to time, to administer the Plan.
(i) "Purchase Date" shall have the meaning set forth in Section 10 hereof.
2. Purposes of the Plan. The primary purposes of the Plan are to provide
record holders of the Common Stock with a convenient and economical way of
investing cash dividends in additional shares of Common Stock and of making
purchases of additional shares of Common Stock by Optional Cash Payments.
3. Number of Shares. There shall be 200,000 shares of Common Stock reserved in
treasury for issuance pursuant to the Plan.
4. Plan Administrator.
(a) The Plan Administrator shall be selected by the Board of Directors (or
a proper committee of the Board) and shall administer the Plan for the
benefit of the Participants. The Plan Administrator shall receive the
Participants' dividends and Optional Cash Payments; apply such amounts
to the purchase of shares from the Company from shares held in the
treasury for such purpose; keep records; send
<PAGE>
statements of account to Participants; and perform other duties
consistent with such responsibilities, all in accordance with the
provisions of the Plan. Subject to Section 12(a) hereof, shares of
Common Stock purchased under the Plan shall be registered in the name
of the Plan Administrator or the Plan Administrator's nominee and
shall be held by the Plan Administrator for the account of the
Participants.
(b) The Plan Administrator shall have the right to resign its position on
forty-five (45) days' prior written notice to the Company, in which
event the Board of Directors (or a proper committee of the Board)
shall appoint another Plan Administrator. The Company shall have the
right to change the Plan Administrator at any time upon reasonable
notice to the Plan Administrator. The Company shall give all
Participants written notice of any change in the identity of the Plan
Administrator.
(c) The Company and its subsidiaries shall be eligible to serve as the
Plan Administrator.
5. Eligibility. All record owners of the Common Stock, other than brokers or
bank nominees, shall be eligible to participate in the Plan. A Participant
may participate with respect to any shares of Common Stock owned of record
by such Participant.
6. Enrollment. Holders of the Common Stock shall be entitled to enroll in the
Plan by notifying the Plan Administrator.
7. Automatic Reinvestment of Dividends. On such dates as the Company shall pay
dividends on the Common Stock ("Dividend Payment Dates"), the Company shall
pay to the Plan Administrator the aggregate amount of dividends payable
("Reinvested Dividends") with respect to shares of Common Stock that are
subject to the Plan (i.e., shares owned of record by Participants and all
shares including fractional shares held by the Plan Administrator for the
account of Participants) on the applicable record date for such dividends.
The Plan Administrator shall credit such dividends to the accounts of the
respective Participants (on the basis of each Participant's shares subject
to the Plan on such record date) and shall, on the Dividend Payment Dates
or as soon thereafter as practicable, purchase shares of Common Stock from
the treasury. The number of shares of Common Stock purchased for each
Participant with Reinvested Dividends shall be computed (to three decimal
places) by dividing (a) the dividend credited to the Participant's account
by (b) the purchase price described in Section 11 hereof.
8. Optional Cash Purchases.
(a) A Participant may make optional purchases of Common Stock
(hereinafter, "Optional Cash Purchases") by cash payments
(hereinafter, "Optional Cash Payments"), in addition to the amount of
Common Stock purchased through automatic dividend reinvestment. To be
eligible to make Optional Cash Purchases under the Plan, a person must
be a shareholder with shares registered in his or her name. A
shareholder may make an Optional Cash Purchase when enrolling in the
-2-
<PAGE>
Plan by enclosing an Optional Cash Payment with the authorization
form. After initial enrollment in the Plan, a Participant may make
Optional Cash Purchases as often as monthly by sending an Optional
Cash Payment with an Optional Cash Purchase form to the Plan
Administrator.
(b) The minimum Optional Cash Purchase shall be $50.00 per order by a
Participant with respect to any Investment Date; Optional Cash
Purchases during any calendar quarter shall not exceed $10,000 per
Participant. For purposes of this limitation, all Plan Accounts under
common control or management shall be aggregated and deemed to be one
account. The full amount of any month's Optional Cash Purchase for a
Plan Account must be submitted to the Plan Administrator in a single
payment. The Plan Administrator shall purchase as many whole shares
and fractional shares (computed to three decimal places) of Common
Stock as can be purchased with the amount submitted.
(c) All Optional Cash Purchases shall be made on a designated form
properly completed by check or money order payable to "National Bank
of Alaska Trust Department, Plan Administrator."
(d) Optional Cash Payments shall be invested in shares of Common Stock on
the next monthly Investment Date, which shall mean the 15th day of the
calendar month (or the next business day if the 15th day is a
Saturday, Sunday, or other day on which the Plan Administrator is
authorized to close). The Plan Administrator shall hold for future
investment (in accordance with the next sentence) Optional Cash
Payments received after the 25th calendar day of the month prior to
the subject month's Investment Date. Optional Cash Payments received
by the Plan Administrator after the 25th day of a calendar month shall
be invested on the next succeeding Investment Date.
(e) If a Participant submits an Optional Cash Payment and thereafter
wishes to cancel that payment, the Plan Administrator shall not be
obligated to return the payment unless a written request that such
payment be returned is received by the Plan Administrator no later
than the close of business on the fifth business day prior to that
month's Investment Date.
9. Cost to Participants. All costs of administering the Plan shall be paid by
the Company. Participants shall not incur any charges for joining the Plan.
Participants may incur brokerage fees, commissions or applicable transfer
taxes upon withdrawal from the Plan if the Participant elects to sell
shares distributed to him or her by the Plan Administrator.
10. Purchases. All shares of Common Stock purchased on behalf of the Plan shall
be acquired by the Plan Administrator from shares held by Company in the
treasury for such purpose. Purchases with Reinvested Dividends shall be
made within thirty (30) days after the
-3-
<PAGE>
Dividend Payment Date; purchases with Optional Cash Payments shall be made
on the Investment Date.
11. Purchase Prices.
(a) In making purchases of Common Stock, the Plan Administrator may
commingle each Participant's funds with those of other Participants.
Shares purchased with Reinvested Dividends or with Optional Cash
Payments shall be purchased by the Plan Administrator at a price per
share equal to the average price for all trades of the Common Stock
during the thirty (30) trading days prior to the date on which the
purchases were made. The Company shall not have the responsibility as
to the value of the Common Stock acquired for the Participants'
accounts.
(b) The Company shall, if then required by law, register such shares with
the Securities and Exchange Commission and mail each Plan Participant
any required prospectus relating to the Plan. To the extent required
by law, the Company shall update, amend, and maintain any such
registration statement to keep the information therein current
throughout the life of the Plan.
12. Certificates.
(a) The Plan Administrator or its nominee shall hold all shares (the "Plan
Shares") purchased for each Participant hereunder unless and until the
Participant in writing requests delivery of certificates for any such
Plan Shares. In the event that a Participant so requests such
delivery, the Plan Administrator shall arrange for a stock
certificate, representing any number of whole Plan Shares credited to
the Participant's account under the Plan, to be sent to the
Participant without charge to the Participant.
(b) Notwithstanding the foregoing, certificates representing fractional
shares shall not be sent to Participants under any circumstances.
13. Restrictions on Transfers. Plan Shares credited to the account of a
Participant under the Plan for which no certificates have been issued to
the Participant may not be sold, pledged, transferred or assigned.
14. Reports to Participants. The Plan Administrator shall send each Participant
a statement of account after each Dividend Payment Date. In addition, the
Plan Administrator shall send each Participant copies of communications
sent to holders of the Company's Common Stock, including the Company's
interim and annual reports to shareholders, the Company's notice of annual
meeting and proxy statement, and Internal Revenue Service information for
reporting dividend income received.
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<PAGE>
15. Withdrawals from the Plan.
(a) A Participant may withdraw from the Plan at any time by sending a
written notice to the Plan Administrator. If a request to withdraw is
received by the Plan Administrator at least seven (7) business days
prior to the record date for a particular dividend, then the notice
shall be effective as to the reinvestment of that dividend, and that
dividend shall be forwarded to the Participant as soon as practicable
thereafter. A notice received fewer than seven (7) days prior to the
record date shall not be effective until after the applicable dividend
is reinvested.
(b) When a Participant withdraws from the Plan, certificates for whole
Plan Shares credited to the Participant's account under the Plan shall
be issued and a cash adjustment shall be made for any fraction of a
Plan Share credited to the account. The cash adjustment for any
fraction of a Plan Share shall be based on the mean of the last quoted
bid and ask prices of the Common Stock on the applicable market on
which the Common Stock is traded on the effective date of termination.
The Plan Administrator shall obtain the funds necessary for such cash
adjustment by selling one or more shares of Common Stock in the
market.
(c) In the event that the Plan Administrator receives actual written
notice that a Participant has died, the Plan Administrator shall (if
the decedent is the sole owner of the shares held in the Participant's
account) treat such notice as a notice of withdrawal pursuant to this
Section 15.
16. Stock Dividends or Stock Splits. Any stock dividends or stock splits
distributed by the Company on shares of Common Stock credited to the
account of a Participant under the Plan shall be added to the Participant's
account.
17. Rights to Purchase Additional Stock. In the event that the Company makes
available to its shareholders rights to purchase additional shares of
Common Stock or any other securities, the Plan Administrator shall deliver
to each Participant a subscription warrant for all such rights.
18. Shareholder Voting. After the Effective Date, one or more proxy cards shall
be sent to each Participant by the Board of Directors in connection with
shareholder meetings. Such cards shall cover shares registered in the name
of the Participant and shares credited to the Participant's Plan account.
Arrangements shall be made with the Plan Administrator such that:
(a) If a Participant's proxy card is returned properly signed and marked
for voting, the shares credited to the Participant's Plan account will
be voted as marked unless the Participant is present at the meeting
and desires to vote such shares differently.
-5-
<PAGE>
(b) If a Participant's proxy card is returned properly signed but without
instructions as to voting on one or more matters, all of the
Participant's shares will be voted in accordance with management's
recommendations as set forth on the proxy card.
(c) If a Participant's proxy card is not returned, or if it is returned
unsigned, the shares credited to the Participant's Plan account will
not be voted, unless the Participant is present at the meeting and
desires to vote such shares in person.
(d) If a Participant is present at the meeting and desires to vote his/her
shares in person, the shares credited to the Participant's Plan
account will be voted in accordance with instructions given by the
Participant at the meeting.
It is understood that the purpose of this Section 18 is to assure that the
Plan Administrator votes shares subject to the Plan solely in accordance
with the instructions of the respective Participants.
19. Responsibility of the Company and the Plan Administrator. In administering
the Plan, the Company and the Plan Administrator shall not be liable for
any act done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability (i) arising out of
failure to terminate a Participant's account upon such Participant's death
prior to receipt by the Plan Administrator of written notice of such death,
and (ii) with respect to prices at which shares are purchased or sold for
the Participant's account and the times such purchases or sales are made.
20. Amendments, Interpretations and Termination of the Plan; Suspension.
(a) The Board of Directors may at any time amend the Plan, except that no
such amendment shall affect previously executed transactions.
(b) The Board of Directors may at any time interpret the Plan; such
interpretations shall be binding upon all Participants.
(c) The Board of Directors may at any time suspend, modify, or terminate
the Plan or participation in the Plan by any Participant, except that
no such action shall affect previously executed transactions. The
Board of Directors may also reject any Authorization Card from any
previous Participant in the event of excessive enrollments and
withdrawals.
(d) In the event of termination of the Plan (or of a Participant's
participation in the Plan) by the Board of Directors, the Plan
Administrator shall send to each Participant thus affected: (i) stock
certificates representing the whole shares credited to the
Participant's account and (ii) a cash adjustment for any fraction of a
share credited to the Participant's account. The cash adjustment will
be based upon the mean of the
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<PAGE>
last quoted bid and ask market prices of the Common Stock for the date
on which the notice of termination is received by the Plan
Administrator. The Plan Administrator shall obtain the funds necessary
for such cash adjustment by selling one or more shares of Common Stock
in the market.
21. Transfer of Shares. If a Participant disposes of all shares registered in
his/her own name, the dividends on the shares previously credited to
his/her account under the Plan will continue to be reinvested until the
Participant withdraws from the Plan in accordance with Section 16 hereof.
22. Withholding for Shareholders. With respect to each Participant whose
dividends are subject to federal income tax withholding, the amount of tax
required to be withheld shall be deducted from the amount of the
Participant's cash dividends to determine the amount of dividends to be
reinvested hereunder.
23. Description in the Prospectus. On the Effective Date, the Company shall
distribute to its shareholders a prospectus containing a question and
answer description of the Plan. Such description shall reflect the
provisions of this Plan.
* * * * *
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EXHIBIT 4.6
Side 1
AUTHORIZATION TO PARTICIPATE IN THE DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN FOR SHAREHOLDERS OF
NATIONAL BANCORP OF ALASKA, INC.
To: National Bank of Alaska Trust Department
Plan Administrator
I wish to participate in the Dividend Reinvestment and Stock Purchase Plan
of National Bancorp of Alaska, Inc. (the "Plan") and I hereby appoint you as my
Plan Representative and authorize National Bancorp of Alaska, Inc. to pay you
for my account such dividends (as indicated below) payable to me on all shares
of any class of National Bancorp of Alaska, Inc. stock that are now or hereafter
registered in my name.
I authorize you to apply such dividends (as indicated below) received by
you to the purchase of full and fractional shares of National Bancorp of Alaska,
Inc. Common Stock pursuant to the Plan.
DIVIDEND DESIGNATION
[ ] Please apply all of my dividends for reinvestment under the Plan.
[ ] Please apply % [indicate percentage desired] of my dividends for
reinvestment under the Plan.
OPTIONAL CASH PURCHASES
[ ] Enclosed is a check for $ payable to "National Bank of Alaska Trust
Department, Plan Administrator." Please purchase whole and fractional
shares for my account. [minimum purchase is $50.00; maximum purchase
is $10,000]
I understand that I may cancel my participation in the Plan with respect to
unpaid future dividends at any time in writing and receive a stock certificate
and if applicable, cash, from the Plan Administrator representing the complete
value of my beneficial shares under the Plan as of that date. I further
understand that any notice of cancellation received by the Plan Administrator
after seven (7) business days prior to the record date for a particular dividend
will not be effective until that particular dividend has been reinvested and the
shares purchased have been credited to my account. I understand that your
appointment as my Plan Representative is subject to the terms and conditions of
the Plan set forth in the Prospectus describing the Plan.
THIS IS NOT A PROXY
(Please sign on the reverse side of this card.)
<PAGE>
Side 2
If you desire to participate in the National Bancorp of Alaska, Inc.
Dividend Reinvestment and Stock Purchase Plan, please sign and return this card
to:
National Bank of Alaska Trust Department
Plan Administrator
Dividend Reinvestment and Stock Purchase Plan
301 West Northern Lights Boulevard
Anchorage, Alaska 99510
------------------------------------------
Signature of Shareholder Date
------------------------------------------
Signature of Shareholder Date
(In case of joint owners, each joint owner
should sign. Please sign exactly as your
name appears on your stock certificates.)
THIS IS NOT A PROXY
EXHIBIT 4.7
OPTIONAL CASH PURCHASE FORM
NATIONAL BANCORP OF ALASKA, INC.
----------------------------
COMPLETE THIS FORM
FOR OPTIONAL CASH PURCHASE
----------------------------
Account No.:
----------------------
Taxpayer ID:
----------------------
[name & address of shareholder] OPTIONAL CASH PURCHASE: $
----------
Make checks or money orders payable
to "National Bank of Alaska Trust
Department, Plan Administrator."
Your account number should be noted
on your check. MINIMUM OPTIONAL
CASH PURCHASE: $50.00; MAXIMUM
OPTIONAL CASH PURCHASE: $10,000 IN
ANY CALENDAR QUARTER.
Complete and send this card and the accompanying check to:
National Bank of Alaska Trust Department
Plan Administrator
Dividend Reinvestment and Stock Purchase Plan
301 West Northern Lights Boulevard
Anchorage, Alaska 99510
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-39435 of National Bancorp of Alaska,
Inc. on Form S-3 of our report dated January 23, 1998, incorporated by reference
in the Annual Report on Form 10-K of National Bancorp of Alaska, Inc. for the
year ended December 31, 1997 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of such Registration Statement.
/s/ Deloitte & Touche LLP
June 30, 1998
Anchorage, Alaska
EXHIBIT 99.1
--------------, 1997
Dear Shareholder:
Enclosed is a Prospectus and enrollment form for the Dividend
Reinvestment and Stock Purchase Plan of National Bancorp of Alaska, Inc. All
holders of common stock of the Company are eligible to participate in the Plan.
Please review the enclosed Prospectus carefully.
Reinvestment of cash dividends will begin with the dividend period
following receipt of your enrollment card.
To enroll: If you are not currently participating in the Plan and wish
automatic reinvestment of all cash dividends, complete and return the enrollment
form in the enclosed envelope.
If you have any questions regarding the Plan, please
call---------------------------- , at (907) ------------------------.
Sincerely,
EXHIBIT 99.2
-------------, 1997
It is a pleasure to welcome you as a new shareholder of National Bancorp
of Alaska, Inc. You have joined a group of over persons who are investors of
Bancorp. Through your investment you share with us in the growth and development
of business, industry, and agriculture throughout Alaska served by the Bank's
more than 50 banking offices.
The Annual Report is distributed early in the year, along with proxy
information. If you would like to receive information regarding our Dividend
Reinvestment and Stock Purchase Plan, please sign and return the enclosed
request card. Details will be forwarded to you by return mail.
Throughout the year you will receive various communications about
Bancorp, the Bank and their activities. We see good things ahead for Bancorp and
our shareholders. If you have any questions or if we may assist you in the use
of our services, please feel free to contact me at the above address or call our
Shareholder Relations office at (907) .
Sincerely,
Enclosure
NATIONAL BANK OF ALASKA TRUST DEPARTMENT
ADMINISTRATOR: DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
301 WEST NORTHERN LIGHTS BOULEVARD
ANCHORAGE, ALASKA 99510
Yes, I am interested in Bancorp's Dividend
Reinvestment and Stock Purchase Plan.
Please send me enrollment information.
-------------------------------------------
NAME - PLEASE PRINT
-------------------------------------------
ADDRESS
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