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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 9, 1995
NORTHBAY FINANCIAL CORPORATION
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(Exact name of Registrant as specified in its Charter)
Delaware 1-10203 68-02085083
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) No.)
1360 Redwood Way, Petaluma, California 94954
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Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (707) 792-7409
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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 November 9, 1995, Northbay Financial Corporation ("Northbay") entered
into an Agreement and Plan of Merger (the "Merger Agreement") with Bank of the
West, and an acquisition subsidiary thereof, pursuant to which the acquisition
subsidiary will merge with and into Northbay (the "Merger"). Upon the Merger,
each share of common stock, $0.10 par value, of Northbay shall be converted
into the right to receive an amount in cash equal to $15.75 per share, subject
to adjustment in certain circumstances. In addition, Northbay has entered into
a Stock Option Agreement with Bank of the West, pursuant to which Bank of the
West has been granted an option to purchase shares of Northbay common stock
representing 19.9% of its presently outstanding shares at a price of $13.25 per
share, upon the occurrence of certain specified events.
The Merger Agreement and the related Stock Option Agreement and the joint
press release of Northbay and Bank of the West are filed as Exhibits to this
Report and are incorporated herein by reference.
The foregoing information does not purport to be complete and is qualified
in its entirety by reference to the Exhibits to this Report.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The Exhibits listed on the accompanying Exhibit Index are filed as part of
this Report and are incorporated herein by reference.
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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 thereunto duly authorized.
NORTHBAY FINANCIAL CORPORATION
Date: November 17, 1995 By: /s/ ALFRED A. ALYS
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Alfred A. Alys
Executive Vice President and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description Page
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2 Agreement and Plan of Merger, dated as of
November 9, 1995, between Bank of the West,
NF Acquisition Co. and Northbay Financial
Corporation
10 Stock Option Agreement, dated November 9, 1995,
by and between Bank of the West, NF Acquisition
Co. and Northbay Financial Corporation
99 Joint press release of Northbay Financial
Corporation and Bank of the West dated November
10, 1995.