Edgar Filing: SUPERIOR BANCORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 8-K/A

AMENDMENT NO. 1 TO

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 27, 2007

SUPERIOR BANCORP

(Exact Name of Registrant as Specified in Charter)

Delaware

State or Other

Jurisdiction of

Incorporation

0-25033		63-1201350
(Commission File Number)		(IRS Employer Identification No.)

17 North 20^th Street, Birmingham, Alabama		35203
(Address of Principal Executive Offices)		Zip Code)

(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 2.01. Completion of Acquisition or Disposition of Assets

On July 27, 2007, Superior Bancorp completed the acquisition of People’s Community Bancshares, Inc., which was merged with and into Superior Bancorp. As a result of the merger, Superior Bancorp now operates the three banking locations in the State of Florida previously owned by People’s Community Bancshares. The combination of the two community bank holding companies creates a banking franchise totaling $2.8 billion in assets that serves its customers through 63 banking offices from Huntsville, Alabama to Venice, Florida.

As a result of the merger, People’s Community Bancshares shareholders received 2.9036 shares of Superior Bancorp common stock for each share of People’s Community Bancshares stock they own.

Prior to completion of the merger, there were no material relationships among Superior Bancorp or any of its affiliates and People’s Community Bancshares or any of its affiliates except in respect of the merger.

This Amendment No. 1 to Current Report on Form 8-K is being filed to include the financial statements for the quarterly period ended June 30, 2007 described under Item 9.01(a) and the pro forma financial information described under Item 9.01(b) below.

Section 7 — Regulation FD

Item 7.01. Regulation FD Disclosure.

On July 27, 2007, Superior Bancorp issued a press release announcing the completion of the People’s Community Bancshares merger. 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 documents 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.

(a) Financial Statements of businesses acquired

The financial statements of People’s Community Bancshares, Inc. required by Item 9.01(a) of Form 8-K for periods prior to the quarterly period ended June 30, 2007 have been filed on pages F-1 to F-27 of Superior Bancorp’s Registration Statement on Form S-4 (Registration No. 333-142533) and are hereby incorporated herein by reference. Financial statements for the quarterly period ended June 30, 2007 are included in this Amendment No. 1 on Form 8-K/A to Current Report on Form 8-K immediately following the signature page hereto.

(b) Pro Forma Financial Information

The pro forma financial information required by Item 9.01(b) of this Form 8-K is included in this Amendment No. 1 on Form 8-K/A to Current Report on Form 8-K immediately following the financial statements described in Item 9.01(a) above.

(d) Exhibits

Exhibit No.		Description

Exhibit 2		Agreement and Plan of Merger between People’s Community Bancshares, Inc. and Superior Bancorp, dated January 18, 2007, filed as Exhibit 10 to Superior Bancorp’s Current Report on Form 8-K dated January 19, 2007, is hereby incorporated by reference.

Exhibit 99		Press Release of Superior Bancorp dated July 27, 2007, filed as Exhibit 99 to Superior Bancorp’s Current Report on Form 8-K dated July 27, 2007, is hereby incorporated herein by reference

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 on Form 8-K/A to Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.


	SUPERIOR BANCORP

Date: October 10, 2007	By:	/s/ C. Stanley Bailey
		C. Stanley Bailey
		Chairman and Chief Executive Officer

People’s Community Bancshares, Inc. and Subsidiary

Condensed Consolidated Financial Statements

as of June 30, 2007

	Page

Condensed Consolidated Balance Sheet	1

Condensed Consolidated Statements of Income	2

Condensed Consolidated Statements of Cash Flows	3

Note to Condensed Consolidated Financial Statements	4

People’s Community Bancshares, Inc. and Subsidiary

Condensed Consolidated Balance Sheet

As of June 30, 2007

(In thousands, except per share amounts)

		At June 30, 2007
		(Unaudited)

ASSETS
Cash and due from banks	$	8,666
Interest-bearing deposits with banks		336
Federal funds sold		3,170
Total cash and cash equivalents		12,172
Securities available for sale		28,453
Securities held to maturity		17,765
Loans, net of allowance for loan losses of $3,483		259,364
Federal Home Loan Bank stock, at cost		2,642
Premises and equipment, net		3,031
Accrued interest receivable		1,950
Cash surrender value of bank owned life insurance		3,529
Deferred income taxes		1,191
Other assets		1,478
Total assets	$	331,575

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Noninterest-bearing demand deposits	$	34,729
Savings, NOW and money-market deposits		107,001
Time deposits		96,799
Total deposits		238,529
Junior subordinated debenture		4,124
Other borrowings		6,397
Line of credit		6,730
Federal Home Loan Bank advances		46,000
Official checks		439
Accrued interest payable and other liabilities		1,646
Total liabilities		303,865
Stockholders’ equity:
Preferred stock, no par value; 1,000,000 shares authorized, none issued or outstanding		—
Common stock, $.01 par value; 9,000,000 shares authorized, 2,291,261 shares issued and outstanding		23
Additional paid-in capital		25,820
Retained earnings		2,204
Accumulated other comprehensive loss		(337	)
Total stockholders’ equity		27,710
Total liabilities and stockholders’ equity	$	331,575

See Accompanying Note to Condensed Consolidated Financial Statements.

- 1 -

People’s Community Bancshares, Inc. and Subsidiary

Condensed Consolidated Statements of Income

(In thousands)

	For The Three-Month				For The Six-Month
	Period Ended				Period Ended
	June 30,				June 30,
	2007		2006		2007		2006
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)

Interest income:
Loans	$	5,051	$	4,638	$	9,977	$	8,789
Securities		496		236		1,050		552
Other interest-earning assets		47		83		262		103
Total interest income		5,594		4,957		11,289		9,444
Interest expense:
Deposits		2,353		1,567		4,823		2.954
Borrowings		648		640		1,246		1,096
Total interest expense		3,001		2,207		6,069		4,050
Net interest income		2,593		2,750		5,220		5,394
Provision for loan losses		104		157		207		277
Net interest income after provision for loan losses		2,489		2,593		5,013		5,117
Noninterest income:
Service charges on deposit accounts		42		53		96		107
Other service charges and fees		22		25		104		76
Mortgage loan referral fees		149		137		260		359
Income from bank owned life insurance		43		43		79		71
Other		66		75		68		75
Total noninterest income		322		333		607		688
Noninterest expenses:
Salaries and employee benefits		891		861		1,852		1,771
Occupancy and equipment		302		242		558		481
Printing and supplies		59		49		100		113
Professional fees		15		1		30		35
Advertising		14		8		40		40
Other		88		75		188		140
Total noninterest expenses		1,369		1,236		2,768		2,580
Income before income taxes		1,442		1,690		2,852		3,225
Income taxes		471		607		990		1,207
Net income	$	971		1,083	$	1,862	$	2,018

See Accompanying Note to Condensed Consolidated Financial Statements.

- 2 -

People’s Community Bancshares, Inc. and Subsidiary

Condensed Consolidated Statements of Cash Flows

(In thousands)

	For the Six-Month
	Period Ended
	June 30,
	2007			2006
	(Unaudited)			(Unaudited)

Net cash provided by operating activities	$	1,883		$	2,632
Cash flows from investing activities:
Purchase of securities available for sale		(4,997	)		—
Purchase of securities held to maturity		—			(1,075	)
Repayments of securities available for sale		1,309			1,161
Net increase in loans		(12,930	)		(32,773	)
Purchase of premises and equipment		(714	)		(15	)
Purchase of Federal Home Loan Bank stock		(421	)		(283	)
Purchase of bank owned life insurance		—			(1,225	)
Net cash used in investing activities		(17,753	)		(34,210	)
Cash flows from financing activities:
Net increase in deposits		(6,465	)		31,759
Net increase in Federal Home Loan Bank advances		8,000			7,000
Net increase in other borrowings		2,359			2,554
Proceeds from junior subordinated debenture		—			4,124
Repurchase of common stock		(23	)		(23	)
Net proceeds from sale of common stock		23			23
Proceeds from exercise of common stock options		8			—
Dividends paid		(229	)		(229	)
Net proceeds from line of credit		2,455			(2,230	)
Net cash provided by financing activities		6,128			42,978
Net (decrease) increase in cash and cash equivalents		(9,742	)		11,400
Cash and cash equivalents at beginning of period		21,914			7,905
Cash and cash equivalents at end of period	$	12,172		$	19,305
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest	$	5,649		$	3,777
Income taxes	$	467		$	1,425

See Accompanying Note to Condensed Consolidated Financial Statements.

- 3 -

Note to Condensed Consolidated Financial Statements

The condensed consolidated financial statements of People’s Community Bancshares, Inc. and Subsidiary in this report have not been audited and do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles, which have been consistently followed. It is management’s opinion that all adjustments, consisting of only normal and recurring items necessary for a fair presentation, have been included. The condensed consolidated financial statements in this report should be read in conjunction with the 2006 audited consolidated financial statements and notes thereto for the year ended December 31, 2006 included in Superior Bancorp’s Registration Statement on Form S-4 (Registration No. 333-142533), as amended. Operating results for the three and six-month periods ended June 30, 2007, are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.

- 4 -

UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial information is based on the historical financial statements of Superior Bancorp (“Superior Bancorp”) and People’s Community Bancshares, Inc. (“People’s Community Bancshares”) and has been prepared to illustrate the effects of the merger of People’s Community Bancshares with and into Superior Bancorp. The unaudited pro forma condensed consolidated statement of financial condition as of June 30, 2007 and the unaudited pro forma condensed consolidated statements of income for the six months ended June 30, 2007 and for the year ended December 31, 2006 give effect to this merger, accounted for under the purchase method of accounting.

The unaudited pro forma condensed consolidated statement of income for the six months ended June 30, 2007 has been derived from the unaudited interim financial statements of Superior Bancorp and People’s Community Bancshares included or incorporated by reference in this Form 8-K. The unaudited pro forma condensed consolidated statement of income for the year ended December 31, 2006 is based on the audited financial statements of Superior Bancorp and People’s Community Bancshares included or incorporated by reference in this Form 8-K. These unaudited pro forma condensed consolidated statements of income give effect to the transaction as if it had been consummated as of January 1, 2006. The unaudited pro forma condensed consolidated financial statements do not give effect to any anticipated cost savings or revenue enhancements in connection with the transaction.

The unaudited pro forma condensed consolidated financial statements should be considered together with the historical financial statements of Superior Bancorp and People’s Community Bancshares, including the respective notes to those statements, included or incorporated by reference in this Form 8-K. The pro forma information is based on certain assumptions described in the accompanying Note 1 to Unaudited Pro Forma Condensed Consolidated Financial Information and does not necessarily indicate the consolidated financial position or the results of operations in the future or the consolidated financial position or the results of operations that would have been realized had the merger transaction been consummated during the period or as of the date for which the pro forma information is presented.

- 5 -

Superior Bancorp and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Financial Condition
as of June 30, 2007

	Historical
	Superior Bancorp			People's Community Bancshares			Pro Forma Acquisition Adjustments				Pro Forma Combined
	(In thousands, except per share data)
Assets
Cash and due from banks	$	49,664		$	8,666		$	(2,409	)	b	$	55,744
								(177	)	c
Interest -bearing deposits in other banks		4,718			336			-				5,054
Federal funds sold		12,843			3,170			-				16,013
Investment securities		322,739			46,218			(689	)	b		368,268
Tax lien cerificates		18,457			-			-				18,457
Mortgage loans held for sale		23,213			-			-				23,213
Loans, net of unearned income		1,719,808			262,847			(1,283	)	b		1,981,372
Less: Allowance for loan losses		(19,147	)		(3,483	)		157		b		(22,473	)
Net loans		1,700,661			259,364			(1,126	)			1,958,899
Premises and equipment, net		89,620			3,031			-				92,651
Accrued interest receivable		14,405			1,950			-				16,355
Stock in FHLB		12,798			2,642			-				15,440
Cash surrender value of life insurance		41,273			3,529			-				44,802
Goodwill and intangible assets		128,976			-			9,810		b		185,472
								46,686		b
Other assets		50,926			2,669			(584	)	b		53,011

Total assets	$	2,470,293		$	331,575		$	51,511			$	2,853,379

Liabilities and Stockholders' Equity
Deposits	$	1,884,805		$	238,968		$	592		b	$	2,124,365
Advances from FHLB		187,840			46,000			260		b		234,100
Federal funds borrowed and security repurchase agreements		20,586			6,397			-				26,983
Notes payable		5,958			6,730			-				12,688
Junior subordinated debentures owed to unconsolidated subsidiary trusts		43,770			4,124			(162	)	b		47,732
Capital lease obligation		3,772			-			-				3,772
Accrued expenses and other liabilities		44,609			1,646			4,538		b		50,793
Total liabilities		2,191,340			303,865			5,228				2,500,433

Stockholders' Equity
Common stock		35			23			(23	)	a		42
								7		b
Surplus		254,207			25,820			1,890		a		328,193
								46,453		b
								(177	)	c
Retained earnings		30,205			2,204			(2,204	)	a		30,205

Accumulated other comprehensive loss		(2,876	)		(337	)		337		a		(2,876	)
Treasury stock, at cost		(716	)		-			-				(716	)
Unearned ESOP stock		(1,902	)		-			-				(1,902	)
Total stockholders' equity		278,953			27,710			46,283				352,946

Total liabilities and stockholders' equity	$	2,470,293		$	331,575		$	51,511			$	2,853,379

Number of common shares outstanding		34,671			2,291			6,652		b		41,323
Total book value per common share	$	8.05		$	12.10						$	8.54
Tangible book value per common share	$	4.33		$	12.10						$	4.05

Pro forma equivalent book value per common share for Superior common shares exchanged for People's Community Bancshares common shares											$	24.80

a - To eliminate equity of People's Community Bancshares.

b - To record issuance of common stock and cash payments to purchase 100% of People's Community Bancshares; to record assets acquired and liabilities assumed at their estimated fair market values and related merger and transaction costs. See Note 1 to Unaudited Proforma Condensed Consolidated Financial Information for detail.

c - To record estimated direct costs of issuing common stock.

Professional fees	$	107
Printing costs		70

	$	177

- 6 -

Superior Bancorp and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Year Ended June 30, 2007

	Historical
	Superior Bancorp		People's Community Bancshares		Pro Forma Acquisition Adjustments				Pro Forma Combined
	(In thousands, except per share data)

Interest income	$	79,810	$	11,289	$	369		a	$	91,404
						(64	)	e

Interest expense		44,264		6,069		(67	)	b		50,266

Net interest income		35,546		5,220		372				41,138

Provision for loan losses		1,705		207		-				1,912

Net interest income after provision for loan losses		33,841		5,013		372				39,226


Noninterest income		8,624		607		-				9,231

Noninterest expenses
Salaries and employee benefits		20,236		1,852		24		g		22,112
Occupancy, furniture and equipment expense		6,142		558		-				6,700
Other operating expenses		9,705		358		872		(c)(h)		10,935

Noninterest expenses		36,083		2,768		896				39,747

Income before income taxes		6,382		2,852		(524	)			8,710

Income tax expense		2,116		990		(194	)	d		2,912

Net income	$	4,266	$	1,862	$	(330	)		$	5,798


Basic net income per common share	$	0.12	$	0.81					$	0.14
Diluted net income per common share	$	0.12	$	0.80					$	0.14

Weighted average common shares outstanding		34,445		2,291		6,652		f		41,097
Weighted average common shares outstanding, assuming dilution		34,989		2,337		6,652		f		41,641
Dividends declared per common share	$	-	$	0.10					$	0.01


Pro forma equivalent net income and dividends per common share for Superior common shares exchanged for People's Community Bancshares common shares
Basic									$	0.41
Diluted									$	0.41
Dividend per common share									$	0.03

a - To record amortization of fair value adjustment of loans and investments.

b - To record amortization of fair value adjustment of deposits and borrowings.

c - To record amortization of core deposit intangible over an 8 year period based on the undiscounted cash flow.

Amortization
Year 1	$	1,286
Year 2		1,569
Year 3		1,567
Year 4		1,345
Year 5		1,154
Year 6		1,033
Year 7		958
Year 8		899

d - To record the tax effect of the interest amortization adjustments at a 37% marginal tax rate.

e - Adjust interest income for loss of earnings due to cash payments at the federal funds rate of 5%.

f - Common stock issued to acquire People's Community Bancshares.

g - To record cost related to employment related agreements.

h - To record amortization of other intangibles.

- 7 -

Superior Bancorp and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Year Ended December 31, 2006

	Historical
	Superior Bancorp		People's Community Bancshares		Pro Forma Acquisition Adjustments				Pro Forma Combined
	(In thousands, except per share data)

Interest income	$	108,777	$	20,289	$	1,024		a	$	129,961
						(129	)	e

Interest expense		61,383		9,749		(279	)	b		70,853

Net interest income		47,394		10,540		1,174				59,108

Provision for loan losses		2,500		667		-				3,167

Net interest income after provision for loan losses		44,894		9,873		1,174				55,941


Noninterest income		11,811		1,196		-				13,007

Noninterest expenses
Salaries and employee benefits		26,805		4,329		119		g		31,253
Occupancy, furniture and equipment expense		7,754		955		-				8,709
Management separation costs		265		-		-				265
Other operating expenses		14,961		629		1,586		(c)(i)		17,176

Noninterest expenses		49,785		5,913		1,705				57,403

Income before income taxes		6,920		5,156		(531	)			11,545

Income tax expense		1,923		1,712		(196	)	d		3,439

Net income	$	4,997	$	3,444	$	(335	)		$	8,106


Basic net income per common share	$	0.21	$	1.52		h			$	0.27
Diluted net income per common share	$	0.21	$	1.49		h			$	0.26

Weighted average common shares outstanding		23,409		2,273		6,652		f		30,061
Weighted average common shares outstanding, assuming dilution		24,034		2,305		6,652		f		30,686
Dividends declared per common share	$	-	$	0.10		h			$	0.01


Pro forma equivalent net income and dividends per common share for Superior common shares exchanged for People's Community Bancshares common shares
Basic									$	0.78
Diluted									$	0.75
Dividend per common share									$	0.03

a - To record amortization of fair value adjustment of loans and investments

b - To record amortization of fair value adjustment of deposits and borrowings.

c - To record amortization of core deposit intangible over an 8 year period based on the undiscounted cash flows.

d - To record the tax effect of the interest amortization adjustments at a 37% marginal tax rate.

e - Adjust interest income for loss of earnings due to cash payments at the federal funds rate of 5%.

f - Common stock issued to acquire People's Community Bancshares.

g - To record cost related to employment related agreements.

h - Unaudited

i - To record amortization of other intangibles.

- 8 -

Note 1 - Unaudited Pro Forma Consolidated Financial Information
(In thousands, except per share amounts)

	People's Community Bancshares

Outstanding shares of acquired corporation		2,291
Exchange ratio per merger agreement		2.9036
Total Superior Bancorp shares to be issued		6,652
Fair value of Superior Bancorp stock	$	11.15		a
Fair value of stock to be issued		74,170
Net cash paid to cancel outstanding stock options		1,674		b
Pro forma transaction costs		735		c
Total pro forma purchase price		76,579

Net assets of acquired corporation per historical financial statements		27,710

Purchase accounting adjustments to carrying value of asset or liability:(h)
Investments		(689	)
Loans		(1,126	)
Core deposit intangible		9,810		e
Other intangibles		2,500
Deposits		(592	)
FHLB borrowings		(260	)
Junior subordinated debentures		162
Contractual obligations		(5,157	)	f
Tax benefit on cash payments to option holders		619		b
Other assets - deferred income taxes		(3,084	)	g

Net pro forma purchase accounting adjustments		2,183

Goodwill	$	46,686


a - Based on the closing stock price several days prior to and after the agreements were reached and announced.

b - Pro forma amount of cash payment for cancellation of outstanding stock options.

Per Option Value as defined in agreement
Proforma estimated ten-day average trading price	$	9.54
Exchange ratio		2.9036
Dollar per option	$	27.70
Less: Weighted average exercise price per option		11.76
Per Option Value	$	15.940

Total stock options outstanding		105

Total cash payment to option holders	$	1,674
Less: Tax benefit (37%)		(619	)

Net cash payment	$	1,055


c - The following pro forma merger costs are expected to be incurred by Superior Bancorp:

Professional fees	$	125
Investment banking		412
Other		198

	$	735


e - Estimated to be approximately 6.7% non-time deposits .

f - Pro forma costs related to exit or terminate certain contracts or activities.

Employment related	$	4,583
Data processing		574

Pro forma contractual obligations	$	5,157


g - Assumes 37% marginal tax rate.

h - These purchase accounting adjustments are preliminary estimates and are subject to change primarily as a result of changes in market interest rates and obtaning final valuations of certain long-lived assets.

- 9 -