UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

SUPERIOR BANCORP

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

0-25033 (Commission File Number)		63-1201350 (IRS Employer Identification No.)
17 North 20th Street, Birmingham, Alabama (Address of Principal Executive Offices)		35203 (Zip Code)

(205) 327-1400
(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 obligations of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications 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 August 31, 2006, Superior Bancorp completed the acquisition of Kensington Bankshares, Inc., which was merged with and into Superior Bancorp. As a result of the merger, Superior Bancorp will operate the 12 banking locations in the State of Florida previously owned by Kensington Bankshares. The combination of the two community bank holding companies creates a banking franchise totaling $1.8 billion in assets that serves its customers through 38 banking offices from Huntsville, Alabama to Tampa, Florida.

     As a result of the merger, Kensington Bankshares shareholders will receive 1.60 shares of Superior Bancorp common stock for each share of Kensington Bankshares stock they own. Based on Superior Bancorp’s closing share price on August 31, the total value of the merger is $72.6 million.

     Prior to completion of the merger, there were no material relationships among Superior Bancorp or any of its affiliates and Kensington Bankshares or any of its affiliates except in respect of the merger.

Section 7 — Regulation FD

Item 7.01. Regulation FD Disclosure.

     On August 31, 2006, Superior Bancorp issued a press release announcing the completion of the Kensington Bankshares 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 Kensington Bankshares, Inc. required by Item 9.01(a) of Form 8-K have been filed under Item 7 of Kensington Bankshares, Inc.’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005 and Part I, Item 1 of Kensington Bankshares, Inc.’s Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2006 (Commission File No. 2-78572) and are hereby incorporated herein by reference.

     (b) Pro Forma Financial Information

     The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K was required to be filed.

     (c) Exhibits

		Exhibit 2		Agreement and Plan of Merger between Kensington Bankshares, Inc. and The Banc Corporation, dated March 6, 2006, filed as Exhibit 10 to The Banc Corporation’s Current Report on Form 8-K dated March 6, 2006, is hereby incorporated herein by reference.
		Exhibit 99		Press Release of Superior Bancorp dated August 31, 2006.

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.

		SUPERIOR BANCORP
Date: September 6, 2006		By:		/s/Rick D. Gardner
				Rick D. Gardner
				Chief Operating Officer