U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): FEBRUARY 16, 1999
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BREMER FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
MINNESOTA 0-18342 41-0715583
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
445 MINNESOTA STREET, SUITE 2000
ST. PAUL, MINNESOTA 55101
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (651) 227-7621
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
(The remainder of this page was intentionally left blank.)
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ITEM 5. OTHER EVENTS.
On February 16, 1999, Bremer Financial Corporation ("BFC"), Northwest
Equity Corp. ("Northwest") and Bremer Acquisition Corporation ("Acquisition"), a
wholly-owned subsidiary of BFC, entered into an Agreement and Plan of Merger
(the "Merger Agreement") under which Northwest will acquire Northwest and its
subsidiary, Northwest Savings Bank, in a merger in which Northwest will become a
wholly-owned subsidiary of BFC (the "Merger"). The Merger is subject to the
receipt of customary regulatory approvals and the approval of the shareholders
of Northwest. The acquisition is expected to close in the third quarter of 1999.
BFC is a $3.4 billion regional financial services company owned by the
Otto Bremer Foundation and BFC's more than 1,500 employees. BFC has over $360
million in assets in 14 Wisconsin communities. Northwest Savings Bank has assets
of $100 million with three locations in Amery, New Richmond and Siren,
Wisconsin.
This Current Report on Form 8-K contains forward-looking statements
that involve risks and uncertainties. Actual results may differ from the results
discussed in the forward-looking statements due to many factors including,
without limitation, unanticipated delays in obtaining regulatory approvals.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
Exhibit 99.1 Press Release of BFC dated February 16, 1999.
Exhibit 99.2 Press Release of BFC dated February 16, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Bremer Financial Corporation
Date: February 18, 1999. By /s/ Robert B. Buck
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Robert B. Buck
Chief Financial Officer
Exhibit 99.1
FOR IMMEDIATE RELEASE Contact: Troy Beaver
Vice President, Marketing
(800) 392-0301, ext. 3719
BREMER SIGNS DEFINITIVE AGREEMENT TO
PURCHASE NORTHWEST EQUITY CORP.
ST. PAUL, MINN (February 16, 1999) -- Bremer Financial Corporation
today signed a definitive agreement to purchase Northwest Equity Corp. of Amery,
WI, and its subsidiary, Northwest Savings Bank. The acquisition will enhance
Bremers presence in northwestern Wisconsin, where it currently has over $360
million in assets in 14 communities: Amery, Siren, Deer Park, Danbury, Frederic,
Washburn, Bayfield, La Pointe, Colfax, Menomonie, Eau Galle, Elk Mound, Rock
Falls, and Knapp.
The closing of the acquisition is expected in third quarter of 1999 and
is subject to customary regulatory approvals and the approval of Northwest
Equity Corp. shareholders.
"We're excited about the opportunity to serve the customers of
Northwest Savings Bank," said Stan K. Dardis, Bremer Financial President and
CEO. The two organizations fit together naturally since both share a strong
history of serving customers and the communities in which they live.
Northwest Savings Bank has assets of $100 million with three locations
in Amery, New Richmond, and Siren, Wisconsin. "Northwest Savings has proudly
served our communities for many years. We were looking to join with an
organization that shared our same local decision-making philosophies," said
Brian Beadle, President and CEO of Northwest Savings Bank. "We see this as an
opportunity to continue our community banking traditions and at the same time
expand the products and services available to our customers."
Bremer Financial Corporation is a $3.4 billion regional financial
services company owned by the Otto Bremer Foundation and Bremer's more than
1,500 employees. Bremer,
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founded in 1943 by Otto Bremer, is headquartered in Saint Paul and provides a
variety of banking, investment, trust, and insurance services in 86 locations
throughout Minnesota, North Dakota, and Wisconsin.
Exhibit 99.2
FOR IMMEDIATE RELEASE Contact: Troy Beaver
Vice President, Marketing
(800) 392-0301, ext. 3719
BREMER SIGNS DEFINITIVE AGREEMENT TO
PURCHASE NORTHWEST EQUITY CORP.
ST. PAUL, MINN (February 16, 1999) -- Bremer Financial Corporation
today signed a definitive agreement to purchase Northwest Equity Corp. of Amery,
WI, and its subsidiary, Northwest Savings Bank. The acquisition will enhance
Bremer's presence in northwestern Wisconsin, where it currently has over $360
million in assets in 14 communities: Amery, Siren, Deer Park, Danbury, Frederic,
Washburn, Bayfield, La Pointe, Colfax, Menomonie, Eau Galle, Elk Mound, Rock
Falls, and Knapp.
"We're excited about the opportunity to serve the customers of
Northwest Savings Bank," said Stan K. Dardis, Bremer Financial President and
CEO. "The two organizations fit together naturally since both share a strong
history of serving customers and the communities in which they live."
The acquisition supports Bremer's overall expansion strategy and, in
combination with the Dean Financial definitive agreement announcement made on
January 26, 1999, will increase Bremer's overall assets to $3.8 billion. The
Northwest Savings Banking acquisition is expected to close in third quarter of
1999 and is subject to customary regulatory approvals and the approval of the
Northwest Equity Corp. shareholders.
Northwest Savings Bank has assets of $100 million with three locations
in Amery, New Richmond, and Siren, Wisconsin. "Northwest Savings has proudly
served our communities for many years. We were looking to join with an
organization that shared our same local decision-making philosophies," said
Brian Beadle, President and CEO of Northwest Savings Bank. "We see this as an
opportunity to continue our community banking traditions and at the
<PAGE>
same time expand the products and services available to our customers."
Bremer signed a definitive agreement to purchase Dean Financial
Services, Inc. of St. Paul on January 26, 1999. Dean Financial is a $312 million
bank-holding company with four charter locations in Princeton (two locations),
Milaca, Ogilvie, Zimmerman, and downtown St. Paul; First State Bank of Eden
Prairie with locations in Eden Prairie and in Calhoun Square in Minneapolis,
First National Bank of Aitkin; and State Bank of Edgerton with locations in
Edgerton and Leota. The Dean Financial acquisition is expected to close in April
1999 and is subject to customary regulatory approvals.
Bremer Financial Corporation is a $3.4 billion regional financial
services company owned by the Otto Bremer Foundation and Bremer's more than
1,500 employees. Bremer, founded in 1943 by Otto Bremer, is headquartered in
Saint Paul and provides a variety of banking, investment, trust, and insurance
services in 86 locations throughout Minnesota, North Dakota, and Wisconsin.
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