-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V+gXGwURDnUJ24juvE1nS6G9R5y5XLMKvvD0uJB3TC6LYherCQ1BAxk3VN25pR4O S05JkB3nuLiKjf3QMgj23g== 0000950123-09-064131.txt : 20091119 0000950123-09-064131.hdr.sgml : 20091119 20091119094151 ACCESSION NUMBER: 0000950123-09-064131 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091118 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091119 DATE AS OF CHANGE: 20091119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LSB CORP CENTRAL INDEX KEY: 0001143848 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 043557612 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32955 FILM NUMBER: 091194788 BUSINESS ADDRESS: STREET 1: C/O LSB CORP. STREET 2: 30 MASSACHUSETTS AVE. CITY: NORTH ANDOVER STATE: MA ZIP: 01845 BUSINESS PHONE: 978-725-7500 MAIL ADDRESS: STREET 1: 30 MASSACHUSETTS AVE. CITY: NORTH ANDOVER STATE: MA ZIP: 01845 8-K 1 b78136e8vk.htm FORM 8-K e8vk
 
 
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, 2009
LSB CORPORATION
(Exact name of registrant as specified in its charter)
         
Massachusetts   000-32955   04-3557612
(State or other
jurisdiction
of incorporation)
  (Commission File
Number)
  (I.R.S. Employer
Identification No.)
 
30 Massachusetts Avenue
North Andover, Massachusetts 01845
(978) 725-7500

(Address, including zip code, of registrant’s principal executive offices
and registrant’s telephone number, including area code)
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):
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 1.02.    Termination of a Material Definitive Agreement.
     On November 18, 2009, the registrant repaid the entire $15 million preferred stock investment it received under the United States Treasury’s Capital Purchase Program. A copy of the registrant’s November 18, 2009 press release is attached as Exhibit 99.1 to this filing and is incorporated herein by reference.
Item 8.01.    Other Events.
     On November 18, 2009, the registrant repaid the entire $15 million preferred stock investment it received under the United States Treasury’s Capital Purchase Program. A copy of the registrant’s November 18, 2009 press release is attached as Exhibit 99.1to this filing and is incorporated herein by reference.
Item 9.01.    Financial Statements and Exhibits
  (d)   Exhibits.
  99.1   Press Release dated November 18, 2009

 


 

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.
         
  LSB CORPORATION
 
 
DATED: November 19, 2009  By:   /s/ GERALD T. MULLIGAN    
    Gerald T. Mulligan   
    President and Chief Executive Officer   
 

 


 

EXHIBIT INDEX
     
Exhibit No.   Description
 
   
99.1
  Press Release dated November 18, 2009

 

EX-99.1 2 b78136exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
     
FOR IMMEDIATE RELEASE
  CONTACT: Gerald T. Mulligan
 
  President & CEO (978) 725-7555
LSB Corporation Repays Treasury’s $15 Million Preferred Stock Investment Under the Capital Purchase Program
NORTH ANDOVER, MA, — (MARKET WIRE) — November 18, 2009 — LSB Corporation (NASDAQ-LSBX) (the “Company”) today announced that it repurchased, effective today, the U.S. Treasury Department’s $15.0 million preferred stock investment under the Treasury’s Capital Purchase Program that was part of the broader TARP initiative.
“Given LSB Corporation’s strong capital position, federal regulators granted the Company approval to repurchase the U.S. Treasury’s preferred stock investment,” said Gerald T. Mulligan, President and CEO of LSB Corporation and River Bank. “Our participation in the Capital Purchase Program, which at the time was available only to healthy institutions, added a level of confidence to expand our lending capabilities during the economic challenges of the past year. However, due to changes in the program imposed by Congress and ongoing negative public perception, we believe that it is in the best interests of our shareholders and customers to now repay the Treasury’s investment and exit the program as soon as possible.”
The Company and the Bank exceeded the federal regulatory standards to be considered “well-capitalized” prior to participation in the Capital Purchase Program and will continue to be “well-capitalized” after repayment to the Treasury.
LSB Corporation repurchased all 15,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B, with a liquidation value of $1,000 per share, issued on December 12, 2008. As part of this program, the Treasury was also issued a warrant to purchase 209,497 shares of LSB Corporation common stock with an initial exercise price of $10.74 per share. Now that the Company has redeemed the preferred stock investment, it has the right to repurchase the warrant at a price to be determined through negotiations with the U.S. Treasury. The Company intends to negotiate for the repurchase of the warrant. However, the repurchase price for the warrant will be subject to those negotiations and there can be no assurance that it will be repurchased. The Company has no immediate plans to raise additional capital at this time.
Press releases and SEC filings can be viewed on the internet at our website www.RiverBk.com/press-main.html or www.RiverBk.com/stockholder-info.html, respectively.
LSB Corporation is a Massachusetts corporation that conducts all of its operations through its sole subsidiary, River Bank (the “Bank”). The Bank offers a range of commercial and consumer loan and deposit products and is headquartered at

 


 

30 Massachusetts Avenue, North Andover, Massachusetts, approximately 25 miles north of Boston. River Bank operates 5 full-service banking offices in Massachusetts in Andover, Lawrence, Methuen (2) and North Andover and 2 full-service banking offices in New Hampshire in Derry and Salem. As of September 30, 2009, the Company had total assets of $807 million and total deposits of $471 million.
The reader is cautioned that this press release may contain certain statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are expressions of management’s expectations as of the date of this press release regarding future events or trends and which do not relate to historical matters. Such expectations may or may not be realized, depending on a number of variable factors, including but not limited to, changes in interest rates, changes in real estate valuations, general economic conditions (either nationally or regionally), regulatory considerations and competition. For more information about these factors, please see our recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q on file with the SEC, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. As a result of such risk factors and uncertainties, the Company’s actual results may differ materially from such forward-looking statements. The Company does not undertake and specifically disclaims any obligation to publicly release updates or revisions to any such forward-looking statements as a result of new information, future events or otherwise.

 

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