SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20006
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) SEPTEMBER 29, 1999
NORTH COUNTY BANCORP
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(Exact name of registrant as specified in its charter)
CALIFORNIA 0-10627 95-3669135
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(State or other jurisdiction (Commission file No.) (I.R.S. Employee
of incorporation or organization) Identification No.)
444 S. ESCONDIDO BOULEVARD, ESCONDIDO, CALIFORNIA 92025
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(Address of principal executive offices)
(Zip code)
(760) 743-2200
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(Registrant's telephone number including area code)
(Former name or former address, if changed since last report) NOT APPLICABLE
Item 5. OTHER EVENTS.
On September 29, 1999 North County Bancorp, a California corporation
registered as a bank holding company (the "Company"), which owns all of the
outstanding shares of North County Bank, a California state banking corporation
("North County Bank"), executed a definitive Agreement and Plan of
Reorganization with Wells Fargo & Company, a Delaware corporation ("Wells
Fargo")(the "Reorganization Agreement"). Pursuant to the Reorganization
Agreement, Wells Fargo would acquire the Company through a wholly-owned
subsidiary of Wells Fargo, and pursuant to which Reorganization Agreement, each
of the issued and outstanding shares of the Common Stock of the Company, no par
value, would, upon effectiveness of the Reorganization, be converted into shares
of the common stock of Wells Fargo, par value $1-2/3 per share. Wells Fargo will
issue a total of approximately $112 million of its common stock in exchange for
all of the issued and outstanding shares of the Company. The common stock of
Wells Fargo is traded on the New York Stock Exchange under the symbol "WFC."
Assuming all outstanding options to purchase the Company's common stock are
exercised before the transaction closes, the Company's shareholders will receive
approximately $21 of Wells Fargo common stock for each share of the common stock
of the Company that they own. It is anticipated that the Reorganization will be
completed in the first quarter of 2000.
The transaction is contingent upon and subject to the approval of
shareholders of the Company and state and federal regulatory authorities.
Wells Fargo is the largest bank headquartered in California and also
operates the state's third largest mortgage originator. Wells Fargo & Company is
a $205 billion diversified financial services company providing banking,
insurance, investments, mortgage and consumer finance through almost 6,000
stores, over the Internet and through other distribution channels across North
America and internationally.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
2.1 Agreement and Plan of Merger, dated as September 29, 1999
between North County Bank and Wells Fargo & Company.
99.1 Joint Press Release dated September 29, 1999
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
NORTH COUNTY BANCORP
Dated: October 4, 1999 By: /s/ MICHAEL J. GILLIGAN
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Title: Vice President & Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
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2.1 Agreement and Plan of Merger, dated as of September
29, 1999 between North County Bancorp and Wells Fargo
& Company.
99.1 Joint Press Release dated September 29, 1999.
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