-----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, N93gRzgDBC6YRHrLymJYzchSNWCsWdrWnuY2NR8sVZ4dO/+skc6Ct0fpMxT8BWDh tgosbfIXS5/dY84Yko5mSQ== 0000743530-05-000054.txt : 20050815 0000743530-05-000054.hdr.sgml : 20050815 20050815171832 ACCESSION NUMBER: 0000743530-05-000054 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050815 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050815 DATE AS OF CHANGE: 20050815 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: 051027992 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 qcrm28k.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 August 15, 2005 (Date of earliest event reported) August 12, 2005 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) Not Applicable ------------------------------------------------------------- (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)) 1 Item 1.01 Entry into a Material Definitive Agreement. On August 12, 2005, Quad City Bank and Trust Company, a wholly-owned bank subsidiary of the Company, entered into a Unit Purchase Agreement with John Engelbrecht, the President and Chief Executive Officer of M2 Lease Funds LLC. M2 Lease Funds, based in the Milwaukee, Wisconsin area, is engaged in the business of leasing machinery and equipment to commercial and industrial businesses under direct financing lease contracts. The agreement provides for Quad City Bank and Trust to purchase 80% of M2 Lease Funds's membership units for an approximate purchase price of $5.3 million, which is subject to adjustment at closing. The transaction is subject to regulatory approval as well as Mr. Engelbrecht's purchase of 80% of M2 Lease Funds's issued and outstanding membership units from a current member of M2 Lease Funds. The transaction is expected to close in the third quarter. After the transaction is completed, Quad City Bank and Trust will own 80% of M2 Lease Funds's outstanding membership units and Mr. Engelbrecht, who will own the remaining 20% of membership units, will continue to serve as its President and Chief Executive Officer. Under the terms of the operating agreement for M2 Lease Funds, which will be entered into at closing, M2 Lease Funds will be obligated to repurchase Mr. Engelbrecht's membership interests upon certain events, including his termination of employment with M2 Lease Funds. A press release announcing the transaction was issued on August 15, 2005, is attached hereto as Exhibit 99.1 and is hereby incorporated herein by this reference in its entirety. Item 9.01 Financial Statements and Exhibits (c) Exhibits. 99.1 Press Release dated August 15, 2005 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 hereunto duly authorized. QCR HOLDINGS, INC. Dated: August 15, 2005 By: /s/ Todd A. Gipple ---------------------------- Todd A. Gipple Executive Vice President and Chief Financial Officer 3 EX-99 2 qcrm2press.txt PRESS RELEASE FOR IMMEDIATE RELEASE Contact: August 15, 2005 Todd A. Gipple Executive Vice President Chief Financial Officer (309) 743-7745 QCR Holdings, Inc. Announces Plans to Acquire a Majority Interest in M2 Lease Funds LLC QCR Holdings, Inc. (Nasdaq SmallCap/QCRH) announced today that on August 12, 2005, Quad City Bank and Trust Company, a wholly-owned bank subsidiary of the Company, entered into a Unit Purchase Agreement with John Engelbrecht, the President and Chief Executive Officer of M2 Lease Funds LLC ("M2"). M2, based in the Milwaukee, Wisconsin area, is engaged in the business of leasing machinery and equipment to commercial and industrial businesses under direct financing lease contracts. As of July 31, 2005, M2 had total assets of approximately $32.4 million. The agreement provides for Quad City Bank and Trust Company to purchase 80% of M2's membership units for an approximate purchase price of $5.3 million, which is subject to adjustment at closing. The transaction is subject to regulatory approval, as well as Mr. Engelbrecht's purchase of 80% of M2's issued and outstanding membership units from a current member of M2. The transaction is expected to close in the third quarter. After the transaction is completed, Quad City Bank and Trust Company will own 80% of M2's outstanding membership units and Mr. Engelbrecht, who will own the remaining 20% of membership units, will continue to serve as M2's President and Chief Executive Officer. Douglas Hultquist, President and Chief Executive Officer of the Company, said that "QCR Holdings has a strong focus on commercial banking in all three of its community bank charters. The addition of M2 Lease Funds adds a significant component to our commercial product offerings. Because most companies in the United States lease some of their equipment, we are confident that our existing customers will benefit from M2 Lease Funds's expertise and that it will provide additional growth opportunities with new customers." Mr. Hultquist added, "We are very fortunate to partner with John Engelbrecht. John has over twenty-five years of experience in the leasing industry and an outstanding track record. We expect him to be a valuable addition to our management team. John and his team will remain in the Milwaukee area, but will serve our existing markets and the entire Midwestern region. We expect the addition of M2 to be immediately accretive to consolidated earnings per share." "I am very pleased to be joining QCR Holdings and their commercial banking team," said Mr. Engelbrecht. He added, "M2's experienced staff will bring significant leasing expertise to all three bank charters, and we will benefit from considerable customer synergies." QCR Holdings, Inc., headquartered in Moline, Illinois, is a multi-bank holding company, which serves the Quad City, Cedar Rapids, and Rockford communities via its wholly owned subsidiary banks. Quad City Bank and Trust Company, which is based in Bettendorf, Iowa and commenced operations in 1994, Cedar Rapids Bank and Trust Company, which is based in Cedar Rapids, Iowa and commenced operations in 2001, and Rockford Bank and Trust Company, which is based in Rockford, Illinois and commenced operations in 2005, provide full-service commercial and consumer banking and trust and asset management services. The Company also engages in credit card processing through its wholly owned subsidiary, Quad City Bancard, Inc., based in Moline, Illinois. Special Note Concerning Forward-Looking Statements. This document contains, and future oral and written statements of 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," "predict," "suggest," "appear," "plan," "intend," "estimate," "may," "will," "would," "could," "should" or other similar expressions. Additionally, all statements in this document, 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. 1 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 any future terrorist threats and attacks, and the response of the United Sates 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 our strategy to establish denovo banks in new markets; (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. 2 -----END PRIVACY-ENHANCED MESSAGE-----