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): JANUARY 25, 1999
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
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 January 25, 1999, Bremer Financial Corporation ("BFC") and the
shareholders of Dean Financial Services, Inc. ("Dean") entered into a Stock
Purchase Agreement (the "Agreement") under which BFC acquired all of the shares
of capital stock of Dean. The acquisition under the Agreement is subject to the
receipt of various governmental approvals and other customary closing
conditions. The acquisition is expected to close in April 1999.
Dean is a privately-held bank holding company with approximately $312
million in assets with four charter banks serving 11 locations in Minnesota. BFC
is an employee-owned bank holding company with approximately $3.4 billion in
assets that provides a variety of banking, investment, trust, and insurance
services in 86 locations in Minnesota, North Dakota and 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 January 26, 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: January 27, 1999. By /s/ Robert B. Buck
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Robert B. Buck
Chief Financial Officer
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Exhibit 99.1
FOR IMMEDIATE RELEASE Contact: Troy Beaver
Vice President, Marketing
(800) 392-0301, ext. 3719
BREMER SIGNS DEFINITIVE AGREEMENT TO PURCHASE DEAN FINANCIAL
ST. PAUL, MINN. (January 26, 1999) -- Bremer Financial Corporation
today signed a definitive agreement to purchase Dean Financial Services, Inc. of
St. Paul and its four charter banks with 11 locations throughout Minnesota. The
acquisition supports Bremer's overall expansion strategy and represents the
company's fifth acquisition since 1993. This latest addition will increase
Bremer's assets to over $3.7 billion and total locations to nearly 100 across
the three-state region.
"We're excited to welcome Dean Financial to Bremer," said Stan K.
Dardis, Bremer Financial Corporation 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."
Dean Financial is a $312 million bank-holding company with four charter
banks serving 11 locations in Minnesota. Dean Financial's banks include
Princeton Bank with 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 acquisition is expected to close by April 1999.
"We were looking for an organization which would offer our customers
the same local decision-making philosophies Dean Financial has and at the same
time provide customers expanded service and products," said Dick Schneider,
President and CEO of Dean Financial Services, Inc. "We found that in Bremer."
Bremer Financial Corporation is a privately-held, $3.4 billion regional
financial services company owned by the Otto Bremer Foundation and Bremer's more
than 1,500 employees. The company, 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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