-----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, H6TUgXM978LZWWeEXG7lBBED7GSbmMUHPVwkRefGHoKsHssBbk39qOhMA19uSleG QQVClvUP3Wq1/OPNsmCGFg== 0000743530-06-000019.txt : 20061023 0000743530-06-000019.hdr.sgml : 20061023 20061023161840 ACCESSION NUMBER: 0000743530-06-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061023 ITEM INFORMATION: Other Events FILED AS OF DATE: 20061023 DATE AS OF CHANGE: 20061023 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: 061158027 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 ridgeland_shell.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 October 23, 2006 (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) 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 8.01 Other Events On October 23, 2006, QCR Holdings announced that it has entered into a series of agreements that will result in the addition of a Wisconsin-chartered bank to the Company's current family of community banks. The new bank, which will be known after the acquisition as "First Wisconsin Bank and Trust Company," will be a wholly owned subsidiary of QCR Holdings with one office located at 1133 Quail Court, Suite 100, in Pewaukee, Wisconsin. The press release is attached hereto as an exhibit to the Current Report on Form 8-K and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (c) Exhibits. 99.1 Press Release dated October 23, 2006 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: October 23, 2006 By: /s/ Todd A. Gipple --------------------- ---------------------------- Todd A. Gipple Executive Vice President and Chief Financial Officer 3 EX-99.1 CHARTER 2 preleaseridge.txt Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE Contact: October 23, 2006 Todd A. Gipple Executive Vice President Chief Financial Officer (309) 743-7745 QCR Holdings, Inc. Announces Wisconsin Bank Acquisition QCR Holdings, Inc. (Nasdaq/QCRH) announced today that it has entered into a series of agreements that will result in the addition of a Wisconsin-chartered bank to the Company's current family of community banks. The new bank, which will be known after the acquisition as "First Wisconsin Bank and Trust Company", will be a wholly owned subsidiary of the Company with one office located at 1133 Quail Court, Suite 100, in Pewaukee, Wisconsin. "In essence, we are folding our current Pewaukee bank operations into this charter," stated Todd A. Gipple, the Company's Executive Vice President and CFO. "This transaction will provide increased autonomy to our local Wisconsin personnel, consistent with our Company's model of individually chartered community banks that have a strong local management team and Board of Directors," Mr. Gipple added. Douglas M. Hultquist, the Company's President and CEO stated, "We are very excited about adding a Wisconsin chartered bank to our group. This acquisition will allow us to expand significantly our product and service offerings in Wisconsin and tailor them to fit the unique characteristics of our Wisconsin customers. In addition, we are pleased to announce that Richard A. Meeusen, Chairman, President & CEO of BadgerMeter, Inc., has agreed to become the Chairman of First Wisconsin Bank and Trust Company. We are very excited to add an individual with Rich's talent, experience and strong ties in the Milwaukee community to our First Wisconsin Bank & Trust team." Under the terms of its agreements with Security Bank Shares, Inc., Iron River, Wisconsin, Ridgeland Bancorp, Inc., Tony, Wisconsin, and Ridgeland's stockholders, the Company will acquire from Ridgeland Bancorp ownership of Farmers State Bank, of Ridgeland, Wisconsin. Concurrently with this acquisition, the Company will cause the transfer of the Pewaukee, Wisconsin, branch of its Rockford Bank and Trust Company subsidiary to Farmers State Bank, and the sale by Farmers State Bank of its banking offices in Ridgeland and Dallas, Wisconsin, to Security Bank, New Auburn, Wisconsin, the banking subsidiary of Security Bank Shares, Inc. As result of this sale to Security Bank, Security Bank will add the offices of Ridgeland and Dallas to its existing offices in New Auburn and Sand Creek, Wisconsin. These transactions are subject to various regulatory approvals and the parties expect to close them during the first quarter of 2007. QCR Holdings, Inc., headquartered in Moline, Illinois, is a multi-bank holding company, which serves the Quad City, Cedar Rapids, Rockford and Milwaukee communities through 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 and commercial leasing through its 80% owned subsidiary, M2 Lease Funds, LLC, based in Milwaukee, Wisconsin. 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," "annualize," "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 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 our strategy to establish de novo 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-----