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CUSIP No. 663749 10 9 Page 1 of 4 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NORTHBAY FINANCIAL CORPORATION
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(Name of Issuer)
Common Stock, $0.10 Par Value
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(Title of Class of Securities)
663749 10 9
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(CUSIP Number)
Mr. Don J. McGrath
President and Chief Executive Officer
Bank of the West
180 Montgomery Street
San Francisco, CA 94104
Copies to:
Rodney R. Peck, Esq.
Pillsbury Madison & Sutro LLP
235 Montgomery Street
San Francisco, CA 94104
Telephone: (415) 983-1516
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 26, 1996
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Exchange Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
THIS STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT THE REPORTING
PERSON IS THE BENEFICIAL OWNER OF ANY SECURITIES COVERED BY THE STATEMENT.
(Continued on following pages)
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CUSIP No. 663749 10 9 Page 2 of 4 Pages
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1. NAME OF REPORTING PERSON Bank of the West
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON 94-0475440
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION California
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NUMBER OF 7. SOLE VOTING POWER 965,305 (including option to acquire
SHARES up to 547,354 in certain circumstances
BENEFICIALLY and proxies to vote 417,951 in certain
OWNED BY EACH circumstances) (See Item 5)
REPORTING
PERSON WITH
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8. SHARED VOTING POWER -0-
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9. SOLE DISPOSITIVE POWER 547,354 (See Item 5)
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10. SHARED DISPOSITIVE POWER -0-
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11. AGGREGATE AMOUNT BENEFICIALLY 965,305 (including option to acquire up to
OWNED BY EACH REPORTING 547,354 in certain circumstances and
PERSON proxies to vote 417,951 in certain
circumstances)(See Item 5)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.1%
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14. TYPE OF REPORTING PERSON BK
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CUSIP No. 663749 10 9 Page 3 of 4 Pages
Introductory Statement
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The reporting company hereby disclaims beneficial ownership of any
securities of the issuer and by filing this Schedule 13D does not admit
beneficial ownership for purposes of Section 13 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or otherwise.
This Amendment No. 1 dated April 26, 1996, to a Schedule 13D filed by Bank
of the West, a California corporation ("BW"), relates to the common stock, par
value $0.10 (the "Company Common Stock"), of Northbay Financial Corporation, a
Delaware corporation (the "Company").
Item 3. Source and Amount of Funds or Other Consideration.
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Item 3 is hereby supplementally amended to read in its entirety as follows:
Pursuant to the Stock Option Agreement dated as of November 9, 1995 (the
"Stock Option Agreement") among BW, NF Acquisition Co., a Delaware corporation
and a wholly-owned subsidiary of BW ("Sub"), and the Company, BW acquired the
option (the "Stock Option"), exercisable only in certain circumstances, to
acquire up to 547,354 fully paid and nonassessable shares (subject to adjustment
for certain dilutive events) of the Company Common Stock, at a price of $13.25
per share. Execution and delivery of the Stock Option Agreement by the Company
was a condition to the execution of the Agreement and Plan of Merger dated as of
November 9, 1995, among BW, Sub and the Company (the "Merger Agreement"),
pursuant to which Sub would, subject to certain conditions being satisfied or
waived, be merged with and into the Company (the "Merger").
The Merger occurred effective April 26, 1996, and, following consummation
of the Merger, the Company and its wholly-owned subsidiary, Northbay Savings
Bank, F.S.B., were merged with and into BW.
Item 4. Purpose of Transaction.
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Item 4 is hereby supplementally amended as follows:
The grant of the Stock Option, exercisable only in certain circumstances,
to acquire shares of the Company Common Stock, was a condition to the execution
of the Merger Agreement, pursuant to which Sub would, subject to certain
conditions being satisfied or waived, be merged with and into the Company (the
"Merger"). The Merger was consummated effective April 26, 1996. Following the
Merger, the separate corporate existence of Sub ceased and the Company and its
wholly-owned subsidiary, Northbay Savings Bank, F.S.B., were merged with and
into BW.
As a result of the Merger, each issued and outstanding share of Company
Common Stock, not owned directly or indirectly by BW or the Company, was
converted into the right to receive $15.75 in cash.
Item 5. Interest in Securities of the Issuer.
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Item 5(a) and (b) are hereby supplementally amended as follows:
(a) and (b). The grant of the Stock Option, exercisable only in certain
circumstances, to acquire up to 547,354 shares (subject to adjustment for
certain dilutive events) of Company Common Stock constituting approximately 19.9
percent of the issued and outstanding shares of Company Common Stock, without
adjustment to reflect the issuance to BW of such 547,354 shares, was a condition
to the execution of the Merger Agreement, pursuant to which Sub would, subject
to certain conditions being satisfied or waived, be merged with and into the
Company. The Merger was consummated effective April 26, 1996. Following the
Merger, the separate corporate existence of Sub ceased and the Company and its
wholly-owned subsidiary, Northbay Savings Bank, F.S.B., were merged with and
into BW.
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CUSIP No. 663749 10 9 Page 4 of 4 Pages
Concurrently with the execution and delivery of the Merger Agreement,
members of the Board of Directors of the Company executed and delivered to BW
certain proxies irrevocably appointing certain officers of BW as proxies of such
directors for the sole purpose of voting all shares of Company Common Stock held
of record and/or beneficially owned by such directors, as of the record date for
the meeting of the stockholders of the Company at which the Merger Agreement was
to be acted upon, or any adjournments thereof (the "Stockholders' Meeting"), in
favor of the transactions contemplated by the Merger Agreement. The
Stockholders' Meeting was held on March 29, 1996, and the Merger was consummated
effective April 26, 1996.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated as of May 9, 1996.
BANK OF THE WEST
By /s/ DOUGLAS C. GRIGSBY
Its Executive Vice President and Chief
Financial Officer
