Attached files
| file | filename |
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| EX-10.3 - SUPERIOR BANCORP | v201023_ex10-3.htm |
| EX-10.1 - SUPERIOR BANCORP | v201023_ex10-1.htm |
| EX-99.1 - SUPERIOR BANCORP | v201023_ex99-1.htm |
| EX-10.2 - SUPERIOR BANCORP | v201023_ex10-2.htm |
| EX-10.4 - SUPERIOR BANCORP | v201023_ex10-4.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): November 2, 2010
SUPERIOR
BANCORP
(Exact
Name of Registrant as Specified in Charter)
Delaware
State or
Other Jurisdiction of Incorporation
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0-25033
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63-1201350
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|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
|
17
North 20th
Street,
Birmingham, Alabama
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35203
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(Address
of Principal Executive Offices)
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(Zip
Code)
|
(205)
327-1400
(Registrant's
Telephone Number, Including Area Code)
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:
¨
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 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 November 4, 2010, Superior Bancorp
(the “Company”) issued a press release announcing its entry, together with its
wholly-owned subsidiary, Superior Bank (the “Bank”) into certain agreements with
the Office of Thrift Supervision (“OTS”). A copy of the press release is
attached hereto as Exhibit 99.1. On November 2, 2010 (the “Effective Date”), the
Company and the Bank each entered into a Stipulation and Consent with the OTS,
the Company's and the Bank's primary federal regulator, whereby each of the
Company and the Bank consented to the issuance of an Order to Cease and Desist
issued by the OTS, without admitting or denying that that any grounds exist for
the issuance of the Cease and Desist Orders.
The summaries that follow do not
purport to be complete and are qualified by reference to the exhibits to this
Form which are incorporated herein and which set forth complete copies of the
Stipulations and Orders.
The Bank Order provides, among other
things, that:
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·
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The
Bank shall cease and desist from any action for or toward causing,
bringing about, participating in, counseling, or aiding and abetting
unsafe or unsound banking practices that resulted in certain occurrences
specified in the Bank
Order.
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·
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No
later than March 31, 2011, the Bank shall achieve, and maintain
thereafter, a Tier 1 (Core) Capital Ratio of at least 10.0% and a Total
Risk-Based Capital Ratio of at least 14.0% after funding an adequate
ALLL.
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·
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Within
60 days of the Effective Date, the Bank shall adopt and submit to the OTS
a written capital plan to achieve and maintain the foregoing capital
levels specifying target dates to reach certain capital
levels. If the Bank fails to achieve the required capital
levels in the prescribed time frame or otherwise fails to meet its capital
plan, then within 15 days the Bank shall prepare a contingency plan, which
shall detail actions to be taken specified in the Bank
Order.
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·
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Effective
immediately, the Bank will (i) not originate or purchase or commit to
originate or purchase, any new construction, multifamily, non-residential,
land or commercial mortgage loans (“Covered Loans”), nor may the Bank
renew or modify an existing Covered Loans without meeting specified
conditions; and (ii) not without the prior written approval of the OTS
increase its total assets during any quarter in excess of an amount equal
to net interest credited on deposit liabilities during the prior
quarter.
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·
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Within
60 days of the Effective Date, the Bank shall (i) submit to the OTS a
business plan through 2012 for achieving profitability and a business plan
to reduce the Bank's level of problem assets, (ii) revise its policies,
procedures methodology relating to the timely establishment and
maintenance of an adequate ALLL; (iii) revise its written internal asset
review and classification program to address all corrective action set
forth in the 2010 OTS Examination, which, among other things, will provide
for the appointment of a qualified, experienced and independent third
party to conduct annual reviews of the Bank's loan portfolio and
assessments of the Bank's internal asset review process; (iv) revise its
program for controlling risks associated with concentrations of credit;
and (v) revise its Enterprise Risk Management Plan, and within 90 days of
the Effective Date, the Bank shall submit to the OTS an assessment of the
Bank's board and management prepared by an independent third
party.
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·
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The
Bank is to implement a liquidity funding plan that is to include the
designation of specific actions that will be taken to reduce the Bank's
dependency on volatile funding sources and a detailed cash flow
analysis.
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·
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Effective
immediately, the Bank shall (i) not make any “golden parachute payments”
or prohibited indemnification payment unless the Bank has complied with
12. C.F.R. Part 359 and 12 C.F.R Section 545.121; (ii) comply with the OTS
prior notification requirements for changes in directors and senior
executive officers set forth in 12 C.F.R. Part 563, Subpart H; (iii) not
enter into, extend or revise any contractual arrangement relating to
compensation or benefits with any senior executive officer or director;
and (iv) not enter into any arrangement or contract with a third party
service provider that is significant or outside the Bank's normal course
of business without obtaining written non-objection from the
OTS.
|
The Bank Order will remain in effect
until terminated, modified or suspended by the OTS.
The Company Order provides, among other
things, that:
The Company shall cease and desist from
any action for or toward causing, bringing about, participating in counseling,
or aiding and abetting unsafe or unsound banking practices that resulted in
certain occurrences specified in the Company Order.
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·
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Within
60 days of the Effective Date, the Company shall submit to the OTS (i) a
plan to maintain and enhance the Company's capital and the Bank's capital
and ensure that the Bank complies with the requirement imposed on it in
the Bank Order; and (ii) a business plan through calendar year 2012 for
achieving
profitability.
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·
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The
Company shall (i) not accept from the Bank or declare or pay any dividends
or capital distributions; (ii) not incur or increase any debt without the
prior written non-objection of the OTS; (iii) not make any “golden
parachute payment” or any prohibited indemnification payment unless the
Company complies with 12 C.F.R. Part 359; (iv) comply with the OTS's prior
notification requirements for changes in directors and senior executive
officers set forth in 12 C.F.R. Part 563, Subpart H; and (v) not enter
into, renew or extend any contractual arrangements related to compensation
or benefits with any director or senior executive officer of the Company
without first providing prior written notice to the
OTS.
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The Company Order will remain in effect
until terminated, modified or suspended by the OTS.
Any material failure by the Company and
the Bank to comply with the provisions of their respective Orders, could result
in further enforcement actions by the OTS. While the Company and the Bank intend
to take such actions as may be necessary to comply with the requirements of the
Orders, there can be no assurance that the Company or the Bank will be able to
comply fully with the Orders, or that efforts to comply with the Orders will not
have adverse effects on the operations and financial condition of the Company or
the Bank.
A copy of the Bank Stipulation and Bank
Order are included as Exhibit 10.1 and Exhibit 10.2, respectively, and are
incorporated herein by reference. A copy of the Company Stipulation and Order
are included as Exhibit 10.3 and Exhibit 10.4, respectively, and are
incorporated herein by reference.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits
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(d)
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Exhibits
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Description
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Exhibit
10.1
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Stipulation
and Consent to Issuance of Order to Cease and Desist for
Bank
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Exhibit
10.2
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Bank
Order to Cease and Desist
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Exhibit
10.3
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Stipulation
and Consent to Issuance of Order to Cease and Desist for
Company
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Exhibit
10.4
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Company
Order to Cease and Desist
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Exhibit
99.1
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Press
Release issued by Superior Bancorp on November 4,
2010
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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.
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SUPERIOR
BANCORP
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By:
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/s/ C. Stanley Bailey
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C.
Stanley Bailey
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Chairman
and Chief Executive Officer
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Date: November
4, 2010