SUPERIOR BANCORP
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 18, 2007
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
File Number)
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(IRS Employer
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) |
(205) 327-1400
(Registrants 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:
þ 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 communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section 1. Registrants Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
On January 18, 2007, Superior Bancorp (Superior) and Peoples Community Bancshares, Inc.
(Peoples) entered into a definitive agreement under which Peoples will merge with Superior in a
stock transaction valued at approximately $77.1 million based on current market prices for Superior
stock. Under the terms of the merger agreement, Superior will exchange 2.9036 shares of its common
stock for each share of Peoples stock. Completion of the merger is subject to approval of the
transaction by the stockholders of Peoples, the receipt of required regulatory approvals, and the
satisfaction of usual and customary closing conditions.
Section 7. Regulation FD
Item 7.01. Regulation FD Disclosure.
On January 18, 2007, Superior and Peoples issued a joint press release announcing their entry
into the definitive merger agreement described in Item 1.01 above. A copy of the press release is
attached hereto as Exhibit 99.1.
On January 19, 2007, representatives of Superior will make a presentation to investors using
slides containing the information attached to this Form 8-K as Exhibit 99.2. Superior expects to
use such slides, possibly with variations, at other investor presentations after that date.
The information contained in the slides is summary information that is intended to be
considered in the context of Superiors SEC filings and other public announcements that Superior
may make, by press release or otherwise, from time to time. Superior undertakes no duty or
obligation to publicly update or revise the information contained in this report, although it may
do so from time to time as its management believes is warranted. Any such updating may be made
through the filing of other reports or documents with the SEC, through press releases or through
other public disclosure.
Additional Information and Where to Find It
The information contained in this Form 8-K may be deemed to be solicitation material with
respect to the proposed merger. Superior plans to file a registration statement on Form S-4 with
the Securities and Exchange Commission (the SEC) in connection with the proposed merger. The
registration statement will contain a proxy statement/prospectus to be distributed to the
shareholders of Peoples in connection with their vote on the proposed merger.
SHAREHOLDERS OF PEOPLES ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/PROSPECTIS
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THAT WILL BE PART OF THE REGISTRATION
STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
The proxy statement/prospectus will be mailed to the shareholders of Peoples. Investors and
security holders may also obtain free copies of the documents filed with the SEC (including any
documents incorporated by reference) from the SECs website,
www.sec.gov. Such documents may also
be obtained from Superior by contacting Carol Murcks, Investor
Relations, at (205) 488-3327, or
from Peoples Community Bancshares, Inc. by contacting Neil D. McCurry, Jr., President and CEO, at
(941) 365-5934.
Peoples and its directors and executive officers may be deemed to participate in the solicitation
of proxies in respect of the proposed merger. Information regarding Peoples directors and
executive officers is available from http://www.peoplescb.com. Additional information
regarding the interests of such directors and executive officers will be included in the proxy
statement/prospectus and the other relevant documents filed with the SEC when they become
available.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
10
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Agreement and Plan of Merger by and between Peoples Community Bancshares,
Inc. and Superior Bancorp dated as of January 18, 2007.
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99.1
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Press Release, dated
January 18, 2007, of Superior Bancorp and Peoples Community Bancshares, Inc. |
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99.2
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Investor presentation of Superior Bancorp in use beginning January 19, 2007. |
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SIGNATURE
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.
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SUPERIOR BANCORP |
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/s/ C. Stanley Bailey
C. Stanley Bailey
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Chairman and Chief Executive Officer |
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Date: January 18, 2007
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INDEX TO EXHIBITS
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Exhibit No. |
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Description |
10
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Agreement and Plan of Merger by and between Peoples Community Bancshares,
Inc. and Superior Bancorp dated as of January 18, 2007.
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99.1
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Press Release, dated
January 18, 2007, of Superior Bancorp and Peoples Community Bancshares, Inc. |
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99.2
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Investor presentation of Superior Bancorp in use beginning January 19, 2007. |