Attached files
| file | filename |
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| EX-99.1 - EXHIBIT 99.1 - TOWER FINANCIAL CORP | ex99_1.htm |
| EX-99.2 - EXHIBIT 99.2 - TOWER FINANCIAL CORP | ex99_2.htm |
| EX-99.3 - EXHIBIT 99.3 - TOWER FINANCIAL CORP | ex99_3.htm |
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 29, 2010
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TOWER
FINANCIAL CORPORATION
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(Exact
name of registrant as specified in its
charter)
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Indiana
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000-25287
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35-2051170
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(State
or other
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(Commission
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(IRS
Employer
|
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jurisdiction
of
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File
Number)
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Identification
No.)
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incorporation)
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116 East Berry Street, Fort
Wayne, Indiana 46802
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (260) 427-7000
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 obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
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))
Item
2.02 Results of Operation and Financial
Condition
On
January 29, 2010, Tower Financial Corporation issued a news release reporting a
loss of $1.2 million, or $0.29 per diluted share for the fourth quarter ended
December 31, 2009 and a year to date net loss of $5.6 million, or $1.37 per
diluted share. Through inadvertence, this news release was not
furnished to the Securities and Exchange Commission along with a Current Report
on Form 8K.
During
the concluding portion of the Company’s financial audit process, and in
connection with its impairment analysis, it was subsequently determined that the
Company actually incurred an additional impairment charge referred to as an
“Other Than Temporary Impairment” (OTTI) write-down of $205,000, based upon a
further deterioration in its investment in a certain “Trust Preferred” security
known as “PreTSL XXV”. Additionally, we also determined that
due to a change in the actuarial tables, the liability we had accrued for our
retired Chairman’s Supplemental Retirement Plan (SERP) had been overstated by
$141,816, pre-tax.
This
previously unreported net loss, therefore, increases the earlier announced loss
for the quarter to $1,309,565 and for the year ended December 31, 2009 to
$5,716,874.
In
summary, the pre-fourth quarter OTTI impairment of the Company’s original $1
million investment in PreTSL XXV was $525,000, whereas the revised fourth
quarter OTTI impairment is $730,000, for an increased loss of $205,000.On the other hand, the overstatement of
the SERP liability resulted in a post-tax loss reduction of
$93,599. Accordingly, these two items combined to increase the
reported net loss by only a net of $111,401.
A copy of
the original January 29, 2010 news release, marked to show the changes required
by reason of the additional OTTI impairment charge and SERP liability
adjustment, is furnished herewith as Exhibit 99.1. A copy of the
fully corrected January 29, 2010 news release is furnished herewith as Exhibit
99.2. And a copy of the Balance sheet, Income statement, and
Financial Ratios for the quarter ended December 31, 2009, in the form originally
attached to the January 29, 2010 news release but updated to reflect the
additional impairment charge, is furnished herewith as Exhibit
99.3.
Item 9.01 Financial
Statement and Exhibits
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(c)
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Exhibits
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Original
news release, dated January 29, 2010 reporting Tower Financial
Corporation’s financial results for its fourth quarter and full year ended
December 31, 2009 marked to show
changes.
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Corrected
news release, dated January 29, 2010 reporting Tower Financial
Corporation’s financial results for its fourth quarter and full year ended
December 31, 2009.
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Corrected
Balance sheet, Income Statement, and Financial Ratios for the quarter and
full year ended December 31,
2009
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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.
Dated: February
26, 2010
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TOWER
FINANCIAL CORPORATION
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By:
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/s/
Michael D. Cahill
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Michael
D. Cahill, Chief Executive Officer
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Tower
Financial Corporation
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