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EX-99.1 - REGISTRANT'S PRESS RELEASE - TAYLOR CAPITAL GROUP INCdex991.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

 

Amendment No. 1

to

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 13, 2010

 

 

Taylor Capital Group, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   0-50034   36-4108550

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

9550 West Higgins Road, Rosemont, Illinois   60018
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (847) 653-7978

 

(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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Taylor Capital Group, Inc. (the “Registrant”) is filing this amendment to its Current Report on Form 8-K, originally filed on May 21, 2010 (the “Original Form 8-K”), to include Item 5.07 and the disclosure required thereby. No other changes have been made to the Original Form 8-K.

 

Item 3.02 Unregistered Sales of Equity Securities.

On May 13, 2010, Taylor Capital Group, Inc. (the “Registrant”) issued a press release (the “Press Release”) announcing the results of the Registrant’s 2010 annual meeting of its stockholders (the “Annual Meeting”) and the preliminary results of its offer to exchange 3 shares of its common stock, par value $0.01 per share (the “Common Stock”), for each outstanding share of its 8% Non-Cumulative Convertible Perpetual Preferred Stock, Series A (the “Series A Preferred”), on the terms and subject to the conditions described in the Offer to Exchange, filed with the Securities and Exchange Commission (the “Commission”) on April 13, 2010, as amended and supplemented by Amendment No. 1 thereto filed with the Commission on April 22, 2010 (as amended and supplemented, the “Offer to Exchange”), and in the related Letter of Transmittal (together with the Offer to Exchange, the “Exchange Offer”). The Exchange Offer expired at 4:00 p.m., Chicago time, on May 12, 2010. The final results of the Exchange Offer were unchanged from those reported in the Press Release.

On May 13, 2010, the Registrant also completed the settlement of the Exchange Offer. In the aggregate, the Registrant issued 7,200,000 shares of Common Stock (approximately 39.4% of the Registrant’s outstanding Common Stock, based on the number of shares outstanding as of May 13, 2010) in exchange for 2,400,000 shares of Series A Preferred. All outstanding shares of Series A Preferred were validly tendered, not withdrawn and exchanged upon the terms and subject to the conditions set forth in the Exchange Offer. All such shares of Series A Preferred received in the Exchange Offer were retired upon receipt. As such, after settlement of the Exchange Offer, no shares of Series A Preferred remained outstanding.

The Common Stock was issued upon exchange of the Series A Preferred Stock in reliance upon the exemption from registration set forth in Section 3(a)(9) of the Securities Act of 1933, as amended, for any security exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.

A copy of the Press Release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.


Item 5.07 Submission of Matters to a Vote of Security Holders.

The information set forth in Item 8.01 below regarding the Registrant’s Annual Meeting of Stockholders, held on May 13, 2010, is incorporated by reference herein. The following table sets forth the voting results of the Annual Meeting:

 

     Votes For    Votes
Withheld
   Votes
Against
   Abstentions    Broker
Non-Votes

Election of Directors:

              

Bruce W. Taylor

   12,135,825    29,963    —      —      1,622,514

Mark A. Hoppe

   12,139,361    26,427    —      —      1,622,514

Ronald L. Bliwas

   12,142,450    23,338    —      —      1,622,514

C. Bryan Daniels

   12,142,825    22,963    —      —      1,622,514

Ronald D. Emanuel

   12,141,450    24,338    —      —      1,622,514

M. Hill Hammock

   12,141,310    24,478    —      —      1,622,514

Michael H. Moskow

   12,142,825    22,963    —      —      1,622,514

Louise O’Sullivan

   12,142,310    23,478    —      —      1,622,514

Melvin E. Pearl

   12,140,935    24,853    —      —      1,622,514

Shepherd G. Pryor, IV

   12,132,601    33,187    —      —      1,622,514

Harrison I. Steans

   12,132,601    33,187    —      —      1,622,514

Jennifer W. Steans

   12,142,825    23,338    —      —      1,622,514

Jeffrey W. Taylor

   12,137,598    28,190    —      —      1,622,514

Richard W. Tinberg

   12,141,725    24,063    —      —      1,622,514

To approve an amendment to the definition of “Mandatory Conversion” Event” in Article FOURTH, paragraph (c)(3) of the Registrant’s Third Amended and Restated Certificate of Incorporation

   12,140,174    —      21,182    4,432    1,622,514

To approve an amendment to Article FIFTH of the Registrant’s Third Amended and Restated Certificate of Incorporation to re-establish and extend the term of the executive committee

   11,378,769    —      782,887    4,132    1,622,514

To approve the issuance of shares of common stock to, and participation of, certain of the directors and officers in an exchange offer for all shares of the Registrant’s 8% Non-Cumulative Convertible Perpetual Preferred Stock, Series A

   12,140,916    —      21,319    3,553    1,622,514

To approve the compensation of executive officers as described in the proxy statement for the Annual Meeting (non-binding)

   13,699,092    —      83,395    5,815    —  

 

Item 8.01 Other Events.

The Registrant also announced in the Press Release that the stockholders of the Registrant at the Annual Meeting on May 13, 2010 approved (a) the participation of, and the issuance of shares of Common Stock to, certain of the Registrant’s directors and officers in the


Exchange Offer, (b) an amendment of the Registrant’s Third Amended and Restated Certificate of Incorporation (the “Charter”) to re-establish the Registrant’s executive committee, and (c) the re-election of all of the member of the Registrant’s board of directors. In addition, the stockholders of the Registrant approved an amendment to the Charter providing that any outstanding share of Series A Preferred shall automatically convert into 2.5 shares of Common Stock. As a result of the consummation of the Exchange Offer, no shares of Series A Preferred are outstanding.

On May 13, 2010, following the Annual Meeting, the Registrant filed an amendment to the Third Amended and Restated Certificate with the Delaware Secretary of State.

A copy of the Press Release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Registrant’s Press Release dated May 13, 2010.


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.

 

TAYLOR CAPITAL GROUP, INC.
By:  

/s/    STEVEN H. SHAPIRO        

  Steven H. Shapiro
  General Counsel and Corporate Secretary

Dated: May 21, 2010


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1    Registrant’s Press Release dated May 13, 2010.