UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): December 11,
2009
SUPERIOR
BANCORP
(Exact
Name of Registrant as Specified in Charter)
Delaware
State or
Other
Jurisdiction
of
Incorporation
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0-25033
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63-1201350
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(Commission
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(IRS
Employer
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File
Number)
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Identification
No.)
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17
North 20th
Street,
Birmingham, Alabama
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35203
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(Address
of Principal Executive Offices)
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Zip
Code)
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(205)
327-1400
(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:
¨
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
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
2 – Financial Information
Item
2.03. Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant.
On
December 11, 2009, Superior Bancorp (the “Company”) issued approximately
$69,000,000 in aggregate principal amount of trust preferred securities and a
like amount of related subordinated debentures through the Company’s wholly
owned unconsolidated subsidiary trust, Superior Capital Trust II. The
trust preferred securities bear interest, payable quarterly, at a rate of five
percent until February 15, 2014 when the rate increases to nine
percent. The trust preferred securities are perpetual, having no
stated maturity, but may be redeemed at any time by the Company on 30 days’
notice.
The trust
preferred securities were issued to the United States Department of the Treasury
(the “Treasury Department”) in exchange for 69,000 shares of the Company’s Fixed Rate Cumulative Perpetual
Preferred Stock, Series A, having a liquidation amount of $1,000 per
share. The preferred stock, which had been issued to the Treasury
Department in connection with the Troubled Assets Relief Program’s Capital
Purchase Program (“TARP”), will be cancelled. The Treasury Department
continues to hold a warrant to purchase shares of the Company’s common stock
which was also issued pursuant to TARP. The terms of the warrant have
previously been disclosed on the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on December 8, 2008.
Section 7 — Regulation
FD
Item 7.01. Regulation FD
Disclosure.
On
December 14, 2009, Superior Bancorp issued a press release announcing the
exchange of trust preferred securities for its preferred stock. The
text of the press release is attached to this report as Exhibit 99.
This
information is furnished pursuant to Item 7.01 of Form 8-K and shall not be
deemed to be “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that Section, unless we
specifically incorporate it by reference in a document filed under the
Securities Act of 1933 or the Securities Exchange Act of 1934. By filing this
report on Form 8-K and furnishing this information, we make no admission as to
the materiality of any information in this report that is required to be
disclosed solely by reason of Regulation FD.
Section 9 — Financial Statements and
Exhibits
Item 9.01. Financial Statements and
Exhibits.
(d)
Exhibits
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Exhibit
99
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Press
Release of Superior Bancorp dated December 14,
2009
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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SUPERIOR
BANCORP
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Date:
December 14, 2009
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By:
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/s/
C. Stanley Bailey
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C.
Stanley Bailey
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Chairman
and Chief Executive Officer
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Exhibit
99
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Press
Release of Superior Bancorp dated December 14,
2009
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