UNITED STATES 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 (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

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

(205) 327-1400

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. Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

     On January 18, 2007, Superior Bancorp (“Superior”) and People’s Community Bancshares, Inc. (“People’s”) entered into a definitive agreement under which People’s 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 People’s stock. Completion of the merger is subject to approval of the transaction by the stockholders of People’s, 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 People’s 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 Superior’s 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 People’s in connection with their vote on the proposed merger.

     SHAREHOLDERS OF PEOPLE’S ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/PROSPECTIS

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 People’s. Investors and security holders may also obtain free copies of the documents filed with the SEC (including any documents incorporated by reference) from the SEC’s 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.

People’s and its directors and executive officers may be deemed to participate in the solicitation of proxies in respect of the proposed merger. Information regarding People’s 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.

Exhibit No.		Description
10		Agreement and Plan of Merger by and between People’s Community Bancshares, Inc. and Superior Bancorp dated as of January 18, 2007.
99.1		Press Release, dated January 18, 2007, of Superior Bancorp and People’s Community Bancshares, Inc.
99.2		Investor presentation of Superior Bancorp in use beginning January 19, 2007.

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.

		SUPERIOR BANCORP
		/s/ C. Stanley Bailey   C. Stanley Bailey
		Chairman and Chief Executive Officer

Date: January 18, 2007

INDEX TO EXHIBITS

Exhibit No.		Description
10		Agreement and Plan of Merger by and between People’s Community Bancshares, Inc. and Superior Bancorp dated as of January 18, 2007.
99.1		Press Release, dated January 18, 2007, of Superior Bancorp and People’s Community Bancshares, Inc.
99.2		Investor presentation of Superior Bancorp in use beginning January 19, 2007.