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) February 15, 2000
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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 February 15, 2000, National Bancorp of Alaska, Inc., a Delaware
corporation, and Wells Fargo & Company, a Delaware corporation, announced that
they have amended (the "Amendment") their agreement and plan of reorganization
dated as of January 12, 2000 (the "Agreement"), to redefine "Wells Fargo
Measurement Price," as set forth in ss. 1(a) of the Agreement. In the Amendment,
the parties deleted from the definition the words "the day immediately preceding
the date on which the Board of Governors of the Federal Reserve System approves
the Merger" and substituted the words "March 15, 2000."
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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2.1 Amendment to Agreement and Plan of Reorganization, dated as of
February 15, 2000.
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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: February 15, 2000
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EXHIBIT INDEX
2.1 Amendment to Agreement and Plan of Reorganization, dated as of
February 15, 2000
EXHIBIT 2.1
AMENDMENT TO AGREEMENT
AND
PLAN OF REORGANIZATION
This AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (the
"Amendment") entered into as of the 15th day of February, 2000, by and between
NATIONAL BANCORP OF ALASKA, INC. ("Company"), a Delaware corporation, and WELLS
FARGO & COMPANY ("Wells Fargo"), a Delaware corporation.
WHEREAS, Company and Wells Fargo are parties to that certain agreement
and plan of reorganization dated as of the 12th day of January, 2000 (the
"Agreement"), pursuant to the terms of which a wholly-owned subsidiary of Wells
Fargo will merge with the Company,
WHEREAS, the parties have determined that paragraph 1(a) of the
Agreement should be amended to redefine the "Wells Fargo Measurement Price."
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, the parties hereto do hereby
represent, warrant, covenant and agree as follows:
1. Paragraph 1(a) of the Agreement is amended and restated in its
entirety to read as follows:
(a) Merger. Subject to the terms and conditions contained herein,
a wholly-owned subsidiary of Wells Fargo (the "Merger Co.") will be
merged by statutory merger with and into Company pursuant to the Merger
Agreement, with Company as the surviving corporation, in which merger
each share of Company Common Stock outstanding immediately prior to the
Effective Time of the Merger (as defined in paragraph 1 (d) below)
(other than shares as to which statutory dissenters' appraisal rights
have been exercised) will be converted into the right to receive the
number of shares of Wells Fargo Common Stock determined by dividing $30
by the Wells Fargo Measurement Price. The "Wells Fargo Measurement
Price" is defined as the average of the closing prices of a share of
Wells Fargo Common Stock as reported on the consolidated tape of the
New York Stock Exchange during the period of 15 trading days ending on
March 15, 2000.
2. Except as specifically amended herein, the Agreement remains in full
force and effect.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.
WELLS FARGO & COMPANY NATIONAL BANCORP OF ALASKA, INC.
By: /s/ Greg E. Cook By: /s/ Edward B. Rasmuson
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Its: Senior Vice President Its: Chairman of the Board of Directors
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