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UNITED STATES
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): NOVEMBER 18, 2004
NORTH COUNTRY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN 0-20167 38-2062816
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
130 SOUTH CEDAR STREET, MANISTIQUE, MICHIGAN 49854
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (800) 200-7032
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS.
At a special meeting of shareholders of North Country Financial
Corporation ("North Country") held November 18, 2004, shareholders approved the
following proposals related to the proposed recapitalization (the
"Recapitalization") of North Country pursuant to the terms of a Stock Purchase
Agreement, dated as of August 10, 2004, as amended, between North Country and
NCFC Recapitalization, LLC, (the "Stock Purchase Agreement"): (1) the issuance
of additional common shares for approximately $30 million, (2) a 1-for-20
reverse stock split, with all fractional shares being replaced with one whole
share, (3) a change in the name of North Country to "Mackinac Financial
Corporation", and (4) approval of amendments to the North Country 2000 Stock
Incentive Plan.
North Country will act to effectuate the proposals approved by
its shareholders only upon the closing of the Recapitalization under the Stock
Purchase Agreement, which remains subject to the satisfaction of a number of
conditions under the Stock Purchase Agreement, among them the resolution of
certain lawsuits involving North Country, assurances from regulatory agencies
that a Cease and Desist Order against North Country Bank & Trust will be
terminated, and the repurchase of outstanding North Country trust preferred
securities at a substantial discount from par.
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 thereunto duly authorized.
NORTH COUNTRY FINANCIAL CORPORATION
Date: November 22, 2004
By: /s/ Ernie R. Krueger
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Ernie R. Krueger
Vice President and Controller