SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 21, 1999
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National Bancorp of Alaska, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-10769 92-0087646
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
Northern Lights Boulevard and C Street, Anchorage, AK 99503
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code 907/276-1132
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On December 21, 1999, National Bancorp of Alaska, Inc., a Delaware
corporation ("NBAK"), and Wells Fargo & Company, a Delaware corporation ("Wells
Fargo"), announced that they have signed a letter of intent (the "Letter of
Intent") for the merger of NBAK and Wells Fargo.
The Letter of Intent is subject to the parties entering into a
definitive agreement. If a definitive agreement is signed, NBAK will merge with
Wells Fargo (the "Merger"). The acquisition is expected to be completed in the
second quarter of 2000. The Merger is subject to the approval of NBAK's
shareholders and of banking regulators. The Letter of Intent contemplates a
tax-free exchange of Wells Fargo common stock for the stock of NBAK shareholders
valued at $30 per share of NBAK stock, for a total purchase price of
approximately $907 million.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit
Number Description
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99.1 Press release, dated December 21, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NATIONAL BANCORP OF ALASKA, INC.
By: /s/ Edward B. Rasmuson
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Name: Edward B. Rasmuson
Title: Chairman of the Board
of Directors
Date: December 22, 1999
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EXHIBIT INDEX
99.1 Press release, dated December 21, 1999.
EXHIBIT 99.1
PRESS RELEASE
NATIONAL BANCORP OF ALASKA AND WELLS FARGO & COMPANY SIGN LETTER OF INTENT
FOR WELLS FARGO AND NBA TO MERGE
ANCHORAGE, Alaska and SAN FRANCISCO, California, December 21, 1999 -- National
Bancorp of Alaska, Inc. (NASDAQ: NBAK) and Wells Fargo & Company (NYSE: WFC)
said today they have signed a letter of intent for the merger of National
Bancorp of Alaska with Wells Fargo. The letter of intent is subject to a
definitive agreement, approval by National Bancorp of Alaska's shareholders and
regulatory approval.
If a definitive agreement is signed, the merger, which requires approval from
banking regulators and National Bancorp of Alaska shareholders, could be
completed in the second quarter of next year. The letter of intent contemplates
a tax-free exchange of Wells Fargo common stock for the stock of National
Bancorp of Alaska shareholders valued at $30 per share of National Bancorp of
Alaska's stock, for a total purchase price of approximately $907 million.
"Over the past 83 years, our company has grown and prospered by investing in the
people and businesses of Alaska, and helping them succeed financially," said
Chairman Edward Rasmuson. "These discussions came about as a result of a number
of considerations. First, the challenge of a regional bank surviving with the
changing financial climate that is upon us. To adequately compete, I have always
said that we need to be part of a large financial company. Second, there is a
definite need to provide ready liquidity for all our stockholders.
"The decision to sell was not easy, but we are confident that our choice of
Wells Fargo is the right one for all of our constituencies -- our employees,
customers, communities and stockholders. Over the last few years, we have had
the privilege of getting to know Dick Kovacevich and his outstanding management
team at Wells Fargo. We believe the new Wells Fargo, with its customer and
community focus, innovative technology, diversity of businesses and financial
strength, is the ideal partner for us as we prepare for the challenges and
opportunities of the next century.
"Assuming there is a definitive agreement and the transaction receives all
necessary approvals, our name would change to Wells Fargo, but we would still be
Alaska's bank," said Rasmuson. "Our customers would continue to enjoy the same
great personal service delivered by the same committed and professional people
they've come to know and trust over the years. Our commitment to our communities
across Alaska would continue to grow under the new Wells Fargo. Our people, who
live and work in their communities, and know their markets better than anyone
else, would continue to make decisions locally."
"We're excited about the prospect of joining with Alaska's premier financial
services company," said Wells Fargo President and CEO Dick Kovacevich. "We have
the greatest admiration for the outstanding banking franchise that three
generations of the Rasmuson family have built in Alaska and the historic role
they've played in the development of Alaska's economy and culture. It's one of
the great success stories of American free enterprise."
National Bancorp of Alaska, headquartered in Anchorage, is Alaska's largest
banking company. It has more than $3 billion in assets and 1,250 employees. Its
principal subsidiary, National Bank of Alaska, has the state's most
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extensive network of banking branches (53) and automated teller machines (130),
in 29 Alaskan communities, and a full-service branch in Seattle, Wash. The
company also has insurance, mortgage and leasing subsidiaries.
The history of National Bank of Alaska is closely entwined with three
generations of Rasmusons. NBA began as Bank of Alaska in 1916 in Skagway,
Alaska. Chairman Emeritus Elmer Rasmuson, 90, has been a part of National
Bancorp of Alaska for more than 60 years, following in the footsteps of his
father, who was an attorney for the bank in its early months and who took over
as the bank's president in 1919. Elmer's son, Ed Rasmuson, was named president
and CEO of the bank in 1975 and chairman of the board in 1985.
Wells Fargo is a $207-billion financial services company providing banking,
investments, insurance, mortgage and consumer finance through almost 6,000
stores across North America, the industry's leading Internet site
(www.wellsfargo.com) and other distribution channels across North America and
elsewhere internationally.
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