-----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, EDqSr2TjjN9KUn7PjjhS1WV9Qpxtx4rZTNx68lvl8p/vuo1SJmjWMZNHO1OWZYgw PQez0RWwUIoiCaDHsOKE7w== 0000743530-04-000007.txt : 20040219 0000743530-04-000007.hdr.sgml : 20040219 20040218180400 ACCESSION NUMBER: 0000743530-04-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040218 ITEM INFORMATION: Other events FILED AS OF DATE: 20040219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QCR HOLDINGS INC CENTRAL INDEX KEY: 0000906465 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 421397595 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22208 FILM NUMBER: 04614183 BUSINESS ADDRESS: STREET 1: 3551 7TH STREET CITY: MOLINE STATE: IL ZIP: 61265 BUSINESS PHONE: 3097363580 MAIL ADDRESS: STREET 1: 3551 7TH STREET CITY: MOLINE STATE: IL ZIP: 61265 FORMER COMPANY: FORMER CONFORMED NAME: QUAD CITY HOLDINGS INC DATE OF NAME CHANGE: 19930805 8-K 1 qcr8kshelltps.txt 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: February 19, 2004 (Date of earliest event reported) QCR Holdings, Inc. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Delaware ---------------------------------------------- (State or other jurisdiction of incorporation) 0-22208 42-1397595 - ------------------------ --------------------------------------- (Commission File Number) (I.R.S. Employer Identification Number) 3551 Seventh Street, Suite 204, Moline, Illinois 61265 -------------------------------------------------------- (Address of principal executive offices) (Zip Code) (309) 736-3580 ---------------------------------------------------- (Registrant's telephone number, including area code) 1 Item 5. Other Information and Regulation FD Disclosure On February 19, 2004 QCR Holdings, Inc. announced in a press release the issuance of $8.0 million of Floating Rate Capital Securities and $12.0 million of Fixed Rate Capital Securities (together, the "Trust Preferred Securities") of QCR Holdings Statutory Trust II and QCR Holdings Statutory Trust III (the "Trusts"). The press release is attached hereto as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Business Acquired. ----------------------------------------- None. (b) Pro Forma Financial Information. ------------------------------- None. (c) Exhibits. -------- 99.1 Press Release dated February 19, 2004. 2 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 here unto duly authorized. QCR HOLDINGS, INC. Dated: February 19, 2004 By: /s/ Todd A Gipple ------------------------ Todd A. Gipple Chief Financial Officer 3 EX-99 3 qcrtpspressrls.txt Exhibit 99.1 Press Release Contact: Todd A. Gipple Executive Vice President FOR IMMEDIATE RELEASE Chief Financial Officer February 19, 2004 (309) 743-7745 QCR HOLDINGS, INC. COMPLETES ISSUANCE OF $20,000,000 OF TRUST PREFERRED SECURITIES QCR Holdings, Inc. (Nasdaq Smallcap/QCRH) announced today the issuance of $8.0 million of Floating Rate Capital Securities and $12.0 million of Fixed Rate Capital Securities (together, the "Trust Preferred Securities") of QCR Holdings Statutory Trust II and QCR Holdings Statutory Trust III (the "Trusts"). The securities represent undivided beneficial interests in the Trusts, which were established by QCR Holdings, Inc. for the purpose of issuing the Trust Preferred Securities. The Trust Preferred Securities were sold in a private transaction exempt from registration under the Securities Act of 1933, as amended (the "Act") and have not been registered under the Act. The securities may only be offered or sold in the United States with appropriate registration or an applicable exemption from registration requirements. The securities issued by the Trusts mature in 30 years. The Floating Rate Capital Securities are callable at par after five years and the Fixed Rate Capital Securities are callable at par after seven years. The Floating Rate Capital Securities have a variable rate based on the three-month LIBOR, reset quarterly, with the initial rate set at 3.97%, and the Fixed Rate Capital Securities have a fixed rate of 6.93%, payable quarterly, for seven years, at which time they have a variable rate based on the three-month LIBOR, reset quarterly. The Trusts used the proceeds from the sale of the Trust Preferred Securities to purchase Junior Subordinated Debentures of QCR Holdings, Inc. The Company intends to use its net proceeds for general corporate purposes, including the possible redemption in June 2004 of the $12.0 million of 9.2% cumulative trust preferred securities issued by QCR Capital Trust I in 1999. Special Note Concerning Forward-Looking Statements This press release contains, and future oral and written statements of QCR Holdings, Inc. (the "Company") and its management may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of the Company. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company's management and on information currently available to management, are generally identifiable by the use of words such as "believe," "expect," "anticipate," "plan," "intend," "estimate," "may," "will," "would," "could," "should" or other similar expressions. Additionally, all statements in this press release, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events. A number of factors, many of which are beyond the ability of the Company to control or predict, could cause actual results to differ materially from those in its forward-looking statements. These factors include, among others, the following: (i) the strength of the local and national economy; (ii) the economic impact of past and any future terrorist attacks, acts of war or threats thereof and the response of the United States to any such threats and attacks; (iii) changes in state and federal laws, regulations and governmental policies concerning the Company's general business; (iv) changes in interest rates and prepayment rates of the Company's assets; (v) increased competition in the financial services sector and the inability to attract new customers; (vi) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (vii) the loss of key executives or employees; (viii) changes in consumer spending; (ix) unexpected results of acquisitions; (x) unexpected outcomes of existing or new litigation involving the Company; and (xi) changes in accounting policies and practices. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning the Company and its business, including additional factors that could materially affect the Company's financial results, is included in the Company's filings with the Securities and Exchange Commission. 1 -----END PRIVACY-ENHANCED MESSAGE-----