Attached files
| file | filename |
|---|---|
| EX-99.3 - IMPERIAL CAPITAL BANCORP, INC. | ex99-3.htm |
| EX-99.2 - IMPERIAL CAPITAL BANCORP, INC. | ex99-2.htm |
| EX-99.1 - IMPERIAL CAPITAL BANCORP, INC. | ex99-1.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) March 26,
2010
|
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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||
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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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||
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jurisdiction
of incorporation)
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Identification
Number)
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888
Prospect Street, Suite 300, 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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(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:
|
9
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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9
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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9
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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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9
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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.
As previously disclosed, on December
18, 2009 (the “Petition Date”), Imperial Capital Bancorp, Inc. (“Imperial” or
the “Company”) commenced a chapter 11 case by filing a voluntary petition under
chapter 11 of the Bankruptcy Code. As permitted by Bankruptcy Code
sections 1107(a) and 1108, Imperial is continuing to operate its business as a
debtor in possession. The trustee appointed in the Company’s Chapter 11
Case is Ms. Tiffany L. Carroll.
Imperial was a diversified bank holding
company headquartered in La Jolla, California. It owns 100% of the
common stock of Imperial Capital Bank (the “Bank”), a California state chartered
commercial bank that had approximately $4.4 billion in assets and nine retail
branches. On the Petition Date, the Federal Deposit Insurance Corp.
(the “FDIC”) seized the Bank and entered into a purchase and assumption
agreement with City National Bank. The Bank had been in business for
thirty-five years.
Prior to the FDIC’s seizure, Imperial
and the Bank were primarily engaged in (i) originating and purchasing real
estate loans secured by income producing properties for retention in their loan
portfolio, (ii) originating entertainment finance loans, and (iii) accepting
customer deposits through certificates of deposit, money market, passbook, and
demand deposit accounts.
After the seizure of the Bank, Imperial
commenced a chapter 11 case to protect its valuable assets and determine whether
it can propose a confirmable reorganization plan by utilizing those assets and
potential business opportunities.
Imperial’s common shares were currently
trading on the Pink Sheets under the symbol “IMPC”. There are a total
of 5,248,760 common shares outstanding.
From September 2000 to December 2002,
Imperial created five trusts (the “Trusts”) that issued preferred
securities. These five Trusts are Imperial’s largest
creditors. Specifically, the Trusts are ITLA Capital Statutory Trust
I (“Trust I”), ITLA Capital Statutory Trust II (“Trust II”), ITLA Capital
Statutory Trust III (“Trust III”), ITLA Capital Statutory Trust IV (“Trust IV”),
and ITLA Capital Statutory Trust V (“Trust V”).
Trust I issued $14 million of 10.6%
cumulative trust preferred securities in September 2000. Five months
later, in February 2001, Trust II issued $15 million of 10.2% cumulative trust
preferred securities. In October 2002, Trust III issued $20 million
of variable rate cumulative trust preferred securities. Finally, in
December 2002, Trust IV issued $10 million of variable rate cumulative trust
securities and Trust V issued $25 million of variable rate cumulative trust
preferred securities. In February 2009, the Federal Reserve Bank of
San Francisco notified Imperial that it was prohibited from making any dividend
payments on account of the securities issued by the Trusts. As of the
Petition Date, the total liquidation amount of trust preferred securities was
approximately $86.6 million.
In an amended Schedules of Assets and
Liabilities filed by Imperial with the bankruptcy court, Imperial has assets of
approximately $40.4 million, including approximately $5.8 million currently on
deposit in various bank assets, $4.9 million in cash surrender value from
insurance policies and potential tax refunds of $26.8
million. Liabilities are approximately $98.7 million, including $93.6
million in principal and deferred dividends owed to the Trusts.
2
In light of Imperial’s diminished
financial resources and limited operating personnel, the Company expects that it
will be unable for the foreseeable future to continue filing periodic reports
complying with the requirements of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), without unreasonable effort and expense
because:
(i) the Company’s independent external
auditors are unable to complete the year-end audit of the Company’s consolidated
financial statements to enable the preparation of its Annual Report
on Form 10-K for the year ended December 31, 2009 and unaudited interim
financial statements for subsequent quarterly periods; and
(ii) the Company lacks the available
resources, qualified personnel and necessary records needed to complete such
financial statements and filing of such periodic reports with the U.S.
Securities and Exchange Commission.
As a result, during the period in which
the Company is unable to file reports which comply with the requirements of the
Exchange Act, the Company intends in lieu thereof to file copies of the monthly
operating reports (each, a “Report”) which are required to be submitted to the
Office of the United States Trustee (“OUST”) under cover of Current Reports on
Form 8-K.
On January 22, 2010, the Company filed
its unaudited Report for the period December 18, 2009 through December 31, 2009
and with the OUST as required by the OUST Guidelines. On February 20,
2010, the Company filed its unaudited Report for the period January 1, 2010
through January 31, 2010 with the OUST as required by the OUST
Guidelines. On March 19, 2010, the Company filed its unaudited Report
for the period February 1, 2010 through February 28, 2010 with the OUST as
required by the OUST Guidelines. A copy of each Report is attached as
Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively, to this Current
Report on Form 8-K.
Each Report is limited in scope, covers
a time period which is shorter or otherwise different from that which is
required for reports filed pursuant to the Exchange Act, and has been prepared
solely for the purpose of complying with reporting requirements of the
Guidelines of the OUST, the Bankruptcy Court, and the Bankruptcy Code, 11 U.S.C.
§§ 101 -1532 and therefore does not comply with the requirements of the Exchange
Act. The financial information contained in each Report is
preliminary and unaudited and does not purport to show the financial statements
of the Company in accordance with generally accepted accounting principals in
the United States of America (“GAAP”) and, therefore, may exclude items required
by GAAP. The Company cautions readers not to place undue reliance on
the Reports. The Reports (i) may be subject to revision,
(ii) are in a format required by the Bankruptcy Court, the OUST and the
Bankruptcy Code and should not be used for investment purposes, and (iii) should
not be viewed as indicative of future results. Based upon the amount
of the Company’s assets and liabilities at the Petition Date, it is believed
that the Company’s equity securities will have no value and that any Chapter 11
plan approved by the Bankruptcy Court will not include distributions to the
Company’s shareholders of cash or property of value.
3
This
Current Report on Form 8-K includes certain statements which may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and the Federal securities
laws. Although the Registrant believes that the expectations
reflected in such forward-looking statements are based upon reasonable
assumptions it can give no assurance that its expectations will be
achieved. Forward-looking information is subject to certain risks,
trends and uncertainties that could cause actual results to differ materially
from those projected. For forward-looking statements herein, the
Registrant claims the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995 and
other protections under the Federal securities laws. The Registrant
assumes no obligation to update or supplement any forward-looking statements
whether as a result of new information, future events or otherwise.
Limitation
on Incorporation by Reference
The
Report is being furnished for informational purposes only and shall not be
deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as
amended. Registration statements and other documents filed with the
Securities and Exchange Commission shall not incorporate the Report or any other
information set forth in this Current Report on Form 8-K by reference, except as
otherwise expressly stated in such filing.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
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EXHIBIT
NUMBER
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DESCRIPTION
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99.1
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Monthly
Operating Report for the period December 18, 2009 to December 31,
2009.
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99.2
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Monthly
Operating Report for the period January 1, 2010 to January 31,
2010.
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| 99.3 | Monthly Operating Report for the period February 1, 2010 to February 28, 2010. |
4
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.
IMPERIAL
CAPITAL BANCORP, INC.
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Date: March
26, 2010
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By:
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/s/ Anthony A.
Rusnak
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Anthony
A. Rusnak
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Chief
Operating Officer, General Counsel
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and
Secretary
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5
EXHIBIT
INDEX
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EXHIBIT
NUMBER
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DESCRIPTION
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99.1
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Monthly
Operating Report for the period December 18, 2009 to December 31,
2009.
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99.2
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Monthly
Operating Report for the period January 1, 2010 to January 31,
2010.
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| 99.3 | Monthly Operating Report for the period February 1, 2010 to February 28, 2010. |