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) December 18,
2009
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IMPERIAL
CAPITAL BANCORP, INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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1-33199
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95-4596322
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(State
or other jurisdiction
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(Commission
File No.)
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(IRS
Employer
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jurisdiction
of incorporation)
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Identification
Number)
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888
Prospect Street, Suite 110, La Jolla, California
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92037
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (858)
551-0511
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N/A
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(Former
name or former address, if changed since last
report)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.03 – Bankruptcy or Receivership.
On
December 18, 2009, Imperial Capital Bank (the “Bank”), the principal operating
subsidiary of Imperial Capital Bancorp, Inc. (the “Company”), was
closed by the California Department of Financial Institutions, and the Federal
Deposit Insurance Corporation (“FDIC”) was appointed as receiver of the
Bank.
As
indicated in the FDIC press release dated December 18, 2009, subsequent to the
closure, City National Bank (“City National”) assumed all of the deposits of the
Bank, excluding certain brokered deposits, and purchased $3.3 billion of the
Bank’s assets in a transaction facilitated by the FDIC.
On December 21, 2009, the nine branch
offices of the Bank reopened as branches of City National. Customers who have
questions about the foregoing matters, or who would like more information about
the closure of the Bank, can visit the FDIC’s Internet website located at
http://www.fdic.gov/bank/individual/failed/imperialcapital.html or call the FDIC
toll-free at 1-800-613-0523.
A complete copy of the FDIC’s press
release can be found on the Internet at http://www.fdic.gov/news/news/press/2009/pr09238.html.
On
December 18, 2009 (the “Petition Date”), the Company filed a
voluntary petition under Chapter 11 of Title 11 of the United States Code (the
“Bankruptcy Code”) in the United States Bankruptcy Court, Southern District of
California, Case No. 09-19431-11 (the “Chapter 11 Case”). The Company continues
to operate its business and manage its affairs as a debtor-in-possession
pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or
examiner has been appointed in the Company’s Chapter 11 Case.
The
Company intends to file a plan of reorganization. The Company estimates that, as
of the Petition Date, its total assets were approximately $40 million and its
total liabilities were approximately $130 million.
Item 2.04
Triggering Events That Accelerate or Increase a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement
The bankruptcy filing by the Company on
December 18, 2009, as reported in Item 1.03 above, has resulted in an event
of default under the terms of the Company’s outstanding junior subordinated debt
securities and related trust preferred securities of ITLA Capital Statutory
Trust I, ITLA Capital Statutory Trust II, ITLA Capital Statutory Trust III, ITLA
Capital Statutory Trust IV and ITLA Capital Statutory Trust V (collectively the
“Trusts”). Upon occurrence of this event of default, the entire outstanding
balance and all accrued, but unpaid, interest relating to the Company’s
outstanding junior subordinated debt securities held by the Trusts became
immediately due and payable. As of December 18, 2009, the aggregate outstanding
balance of the Company’s outstanding junior subordinated debt securities was
$86.6 million, plus accrued but unpaid interest of approximately $7.0 million as
of that date.
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SIGNATURES
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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IMPERIAL
CAPITAL BANCORP, INC.
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Date:
December 21, 2009
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By:
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/s/ Joseph W. Kiley,
III
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Joseph
W. Kiley, III
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President
and
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Chief
Executive Officer
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3