-----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, JHQ77Wkcdv+LAsKMwrYCGIRMZirvmuj48kXIBuB4MAFxM71yYZmT0o1gQFbOD8xG 6vlgRDQYPPWFepEnxI0aiQ== 0001181431-06-070756.txt : 20061219 0001181431-06-070756.hdr.sgml : 20061219 20061219162650 ACCESSION NUMBER: 0001181431-06-070756 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061214 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061219 DATE AS OF CHANGE: 20061219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Porter Bancorp, Inc. CENTRAL INDEX KEY: 0001358356 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 611142247 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33033 FILM NUMBER: 061286816 BUSINESS ADDRESS: STREET 1: 2500 EASTPOINT PARKWAY CITY: LOUISVILLE STATE: KY ZIP: 40223 BUSINESS PHONE: 502-499-4800 MAIL ADDRESS: STREET 1: 2500 EASTPOINT PARKWAY CITY: LOUISVILLE STATE: KY ZIP: 40223 8-K 1 rrd140045.htm Prepared By R.R. Donnelley Financial -- Form 8-K
 
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):  12/14/2006
 
PORTER BANCORP, INC.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  001-33033
 
Kentucky
  
61-1142247
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
2500 Eastpoint Parkway
Louisville, KY 40223
(Address of principal executive offices, including zip code)
 
502-499-4800
(Registrant’s telephone number, including area code)
 
(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:
[  ]   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))
 

Information to be included in the report

 
Item 8.01.    Other Events
 
On December 14, 2006, Porter Bancorp, Inc. issued a press release announcing the declaration of a cash dividend of $.20 per share of common stock for the fourth quarter of 2006 and the authorization of the repurchase of shares of common stock of Porter Bancorp. This press release is furnished as Exhibit 99.1 to this Form 8-K.
On December 18, 2006, Porter completed its refinancing of $14 million of trust preferred securities. Three wholly owned trust subsidiaries of Porter (Porter Statutory Trust I, BBA Statutory Trust I and Ascencia Statutory Trust I) redeemed a total of $14 million of floating rate trust preferred securities. These floating rate trust preferred securities were subject to a quarterly distribution at a floating rate equal to the three-month LIBOR plus 3.60% per annum. The floating rate trust preferred securities were redeemed at their $1,000 liquidation amount, plus all accrued and unpaid distributions per security to the redemption date.

The redemption of the trust preferred securities was funded with the proceeds of a private placement of $14 million in aggregate principal amount of trust preferred securities on December 14, 2006. The newly issued trust preferred securities were issued by Porter Statutory Trust IV, a newly formed trust subsidiary of Porter. The new trust preferred securities mature on March 1, 2037, are redeemable at Porter's option beginning after five years, and require quarterly distributions at a floating rate equal to three-month LIBOR plus 1.67% per annum. Porter Statutory Trust IV simultaneously issued all of its common securities to Porter for a purchase price of $433,000. The Trust used the proceeds from the sale of the trust preferred securities and common securities to purchase junior subordinated deferrable interest notes due 2037 of Porter. The terms of the Porter debentures are substantially the same as the terms of the trust preferred securities. The interest payments by Porter will be used by the Trust to pa y the quarterly distributions to the holders of the trust preferred securities. Porter also guaranteed the payment of distributions and payments on liquidation or redemption of the trust preferred securities. The obligations of Porter under the Guarantee are subordinate to all of the Company's senior debt.

In connection with the redemption, Porter will write off approximately $280,000 of unamortized issuance costs during the fourth quarter. Given the current interest rate environment, expected annual interest expense savings arising from the redemption should offset the write-off. Porter issued a press release announcing the refinancing of the trust preferred securities on December 19, 2006. This press release is furnished as Exhibit 99.2 to this Form 8-K.
 
 
Item 9.01.    Financial Statements and Exhibits
 
(a) through (c)        Not applicable
(d) Exhibits
Exhibit No.        Description
99.1        News Release issued by Porter Bancorp Inc. on December 14, 2006, regarding the declaration of a cash dividend and repurchase of common stock.

99.2        News Release issued by Porter Bancorp Inc. on December 19, 2006, regarding the refinancing of trust preferred securities.

 

 

Signature(s)
 
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.
 
      
 
PORTER BANCORP, INC.
 
 
Date: December 19, 2006
     
By:
 
/s/    Maria L. Bouvette
               
Maria L. Bouvette
               
President and Chief Executive Officer
 
 

 

Exhibit Index
 
Exhibit No.
  
Description
EX-99.1
  
News Release issued by Porter Bancorp Inc. on December 14, 2006, regarding the declaration of a cash dividend and repurchase of common stock.
EX-99.2
  
News Release issued by Porter Bancorp, Inc. on December 19, 2006, regarding the refinancing of trust preferred securities.
EX-99.1 2 rrd140045_17358.htm NEWS RELEASE ISSUED BY PORTER BANCORP INC. ON DECEMBER 14, 2006, REGARDING THE DECLARATION OF A CASH DIVIDEND AND REPURCHASE OF COMMON STOCK. PORTER BANCORP INC

 

EXHIBIT 99.1

PORTER BANCORP INC. DECLARES CASH DIVIDENDS OF $.20 PER SHARE AND AUTHORIZES STOCK REPURCHASE

LOUISVILLE, Kentucky -- Porter Bancorp Inc. (Nasdaq: PBIB) announced today that its Board of Directors declared a cash dividend of $0.20 per share payable January 2, 2007, to shareholders of record as of December 22, 2006.

"The fourth quarter 2006 dividend that we are announcing today of $0.20 per share is equal to the dividend paid in each of the first three quarters of 2006, which brings the total dividend in 2006 to $0.80 per share," said Maria L. Bouvette, President and Chief Executive Officer.

Porter Bancorp's Board of Directors also authorized the repurchase of shares of Porter Bancorp's common stock in an amount not to exceed $3 million, exclusive of any fees or commissions. The shares will be repurchased from time to time in open market transactions or privately negotiated transactions at Porter Bancorp's discretion, subject to market conditions and other factors.

Porter Bancorp Inc. is a bank holding company headquartered in Louisville, Kentucky and the seventh largest independent banking organization domiciled in the Commonwealth of Kentucky based on total assets. Through our subsidiary PBI Bank, we operate banking offices in Louisville and 12 other Kentucky communities located along central Kentucky's Interstate 65 corridor, which runs through Louisville and central Kentucky and connects Chicago and Indianapolis to Nashville and Atlanta. Porter Bancorp's common stock is traded on the Nasdaq Global Market under the symbol "PBIB."

PBIB-G

CONTACT:

Porter Bancorp, Inc.

Maria L. Bouvette, 502-499-4800

 

END OF RELEASE

 EX-99.2 3 rrd140045_17360.htm NEWS RELEASE ISSUED BY PORTER BANCORP, INC. ON DECEMBER 19, 2006, REGARDING THE REFINANCING OF TRUST PREFERRED SECURITIES. PORTER BANCORP INC

 

EXHIBIT 99.2

PORTER BANCORP ANNOUNCES REFINANCING OF TRUST PREFERRED SECURITIES

LOUISVILLE, Kentucky -- Porter Bancorp, Inc. (Nasdaq: PBIB) announced today that is has completed the refinancing of $14 million of its floating rate trust preferred securities.

On December 18, 2006, three wholly owned trust subsidiaries of Porter (Porter Statutory Trust I, BBA Statutory Trust I and Ascencia Statutory Trust I) redeemed a total of $14 million of floating rate trust preferred securities. These floating rate trust preferred securities were subject to a quarterly distribution at a floating rate equal to the three-month LIBOR plus 3.60% per annum. The floating rate trust preferred securities were redeemed at their $1,000 liquidation amount, plus all accrued and unpaid distributions per security to the redemption date.

The redemption of the trust preferred securities was funded with the proceeds of a private placement of $14 million in aggregate principal amount of trust preferred securities on December 14, 2006. The newly issued trust preferred securities were issued by Porter Statutory Trust IV, a newly formed trust subsidiary of Porter. The new trust preferred securities mature on March 1, 2037, are redeemable at Porter's option beginning after five years, and require quarterly distributions at a floating rate equal to three-month LIBOR plus 1.67% per annum.

In connection with the redemption, Porter will write off approximately $280,000 of unamortized issuance costs during the fourth quarter. Given the current interest rate environment, expected annual interest expense savings arising from the redemption should offset the write-off.

Porter Bancorp, Inc. is a bank holding company headquartered in Louisville, Kentucky and the seventh largest independent banking organization domiciled in the Commonwealth of Kentucky based on total assets. Through our subsidiary PBI Bank, we operate banking offices in Louisville and 12 other Kentucky communities located along central Kentucky's Interstate 65 corridor, which runs through Louisville and central Kentucky and connects Chicago and Indianapolis to Nashville and Atlanta. Porter Bancorp's common stock is traded on the Nasdaq Global Market under the symbol "PBIB."

Statements in this press release relating to Porter Bancorp's plans, objectives, expectations or future performance are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's current expectations. Porter Bancorp's actual results in future periods may differ materially from those currently expected due to various risks and uncertainties, including those discussed in the "Risk Factors" section of the Company's Form S-1 Registration Statement (Reg. No. 333-133198) and subsequent periodic reports filed with the Securities and Exchange Commission. The forward-looking statements in this press release are made as of the date of the release and Porter Bancorp does not assume any responsibility to update these statements.

 

PBIB-G

CONTACT:

Porter Bancorp, Inc.

Maria L. Bouvette, 502-499-4800

 

END OF RELEASE

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