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): SEPTEMBER 16, 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 7.01. REGULATION FD DISCLOSURE. On September 16, 2004, Registrant completed the sale to Upper Peninsula State Bank ("UPSB") formerly known as State Bank of Escanaba of its North Country Bank and Trust branch offices located in Escanaba and Iron Mountain, Michigan. UPSB acquired all real property associated with these two branch locations and assumed approximately $9,400,000 in deposits. North Country has retained all loans associated with these two branch locations. Registrant previously announced the execution of a definitive agreement with UPSB for the sale of these branch offices by filing an 8-K and issuing a press release on April 23, 2004. 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: September 21, 2004 By: /s/ Ernie R. Krueger ------------------------------------ Ernie R. Krueger Vice President and Controller