form8-ktarp.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 13, 2009 (January 9, 2009)
|
|
|
|
Farmers
Capital Bank Corporation
|
|
|
(Exact
name of registrant as specified in its
charter)
|
|
|
|
|
|
Kentucky
|
0-14412
|
61-1017851
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
|
|
|
|
P.O.
Box 309 Frankfort, KY
|
40602
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s telephone number, including area
code:
(502) 227-1668
|
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))
|
On
January 9, 2009, as part of the Troubled Asset Relief Program (“TARP”) Capital
Purchase Program, Farmers Capital Bank Corporation (“Farmers Capital”) entered
into a Letter Agreement, which incorporates the Securities Purchase
Agreement-Standard Terms (collectively, the “Purchase Agreement”), with the
United States Department of the Treasury (“Treasury”), pursuant to which Farmers
Capital sold (i) 30,000 shares of Farmers Capital’s Fixed Rate Cumulative
Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”) and (ii) a
warrant (the “Warrant”) to purchase 223,992 shares of Farmers Capital’s common
stock, par value $0.125 per share (the “Common Stock”), for an aggregate
purchase price of $30 million (the “Purchase Price”) in cash. The
Purchase Agreement is attached hereto as Exhibit
10.1 and incorporated herein by reference.
The
Series A Preferred Stock will qualify as Tier 1 capital and will accrue
cumulative dividends at a rate of 5% per annum on the liquidation value of
$1,000 per share for the first five years, and 9% per annum
thereafter. Such dividends will only be paid when declared by the
Board of Directors. The Series A Preferred Stock is generally
non-voting. The Series A Preferred Stock has no maturity date and may
be redeemed by Farmers Capital after three years. Prior to the end of
three years, the Series A Preferred Stock may be redeemed by Farmers Capital
only with proceeds from the sale of qualifying equity securities of Farmers
Capital (a “Qualified Equity Offering”). The restrictions on redemption are set
forth in the Articles of Amendment to the Second Amended and Restated Articles
of Incorporation of Farmers Capital (the “Articles of Amendment”), which are
attached hereto as Exhibit 3.1 and incorporated
herein by reference.
The
Warrant has a 10-year term and is immediately exercisable upon its issuance,
with an exercise price, subject to anti-dilution adjustments, equal to $20.09
per share of the Common Stock. The Warrant is attached hereto as Exhibit 4.2 and incorporated herein by
reference.
The
Series A Preferred Stock and the Warrant were issued in a private placement
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933,
as amended. Upon the request of Treasury at any time, Farmers Capital has agreed
to promptly enter into a deposit arrangement pursuant to which the Series A
Preferred Stock may be deposited and depositary shares (“Depositary Shares”),
representing fractional shares of Series A Preferred Stock, may be
issued. Farmers Capital has agreed to register the Series A Preferred
Stock, the Warrant, the shares of Common Stock underlying the Warrant (the
“Warrant Shares”) and Depositary Shares, if any, as soon as practicable after
the date of the issuance of the Series A Preferred Stock and the
Warrant. Neither the Series A Preferred Stock nor the Warrant will be
subject to any contractual restrictions on transfer, except that Treasury may
only transfer or exercise an aggregate of one-half of the Warrant Shares prior
to the earlier of Farmers Capital receiving aggregate gross proceeds from a
Qualified Equity Offering of not less than the Purchase Price and December 31,
2009.
The
Purchase Agreement also subjects Farmers Capital to certain of the executive
compensation limitations included in the Emergency Economic Stabilization Act of
2008 (the “EESA”). In this connection, as a condition to the closing of the
transaction, each of Farmers Capital’s Senior Executive Officers (as defined in
the Purchase Agreement) (the “Senior
Executive
Officers”), executed a waiver (the “Waiver”) voluntarily waiving any claim
against the Treasury or Farmers Capital for any changes to such Senior Executive
Officer’s compensation or benefits that are required to comply with the
regulation issued by the Treasury under the TARP Capital Purchase Program as
published in the Federal Register on October 20, 2008 and acknowledging that the
regulation may require modification of the compensation, bonus, incentive and
other benefit plans, arrangements and policies and agreements (including
so-called “golden parachute” agreements) (collectively, “Benefit Plans”) as they
relate to the period the Treasury holds any equity or debt securities of Farmers
Capital acquired through the TARP Capital Purchase
Program. Farmers Capital does not believe any Benefit Plans
will require modification from their current terms.
The foregoing is a summary of the
Purchase Agreement, the Warrant and the Articles of Amendment, which are
attached as Exhibits to this Current Report on Form 8-K and are incorporated
herein by reference.
Pursuant
to the terms of the Purchase Agreement, the ability of Farmers Capital to
declare or pay dividends or distributions on, or purchase, redeem or otherwise
acquire for consideration, shares of its Junior Stock (as defined below) and
Parity Stock (as defined below) will be subject to restrictions, including a
restriction against increasing dividends from the last quarterly cash dividend
per share ($0.33) declared on the Common Stock prior to October 14,
2008. The redemption, purchase or other acquisition of trust
preferred securities of Farmers Capital or its affiliates also will be
restricted. These restrictions will terminate on the earlier of (a) the third
anniversary of the date of issuance of the Series A Preferred Stock and (b) the
date on which the Series A Preferred Stock has been redeemed in whole or
Treasury has transferred all of the Series A Preferred Stock to third
parties. The restrictions described in this paragraph are set forth
in the Purchase Agreement.
In
addition, pursuant to the Articles of Amendment, the ability of Farmers Capital
to declare or pay dividends or distributions on, or repurchase, redeem or
otherwise acquire for consideration, shares of its Junior Stock and Parity Stock
will be subject to restrictions in the event that Farmers Capital fails to
declare and pay full dividends (or declare and set aside a sum sufficient for
payment thereof) on its Series A Preferred Stock. These restrictions are set
forth in the Articles of Amendment described in Item
5.03.
“Junior
Stock” means the Common Stock and any other class or series of stock of Farmers
Capital the terms of which expressly provide that it ranks junior to the Series
A Preferred Stock as to dividend rights and/or rights on liquidation,
dissolution or winding up of Farmers Capital. “Parity Stock” means any class or
series of stock of Farmers Capital the terms of which do not expressly provide
that such class or series will rank senior or junior to the Series
A
Preferred Stock as to dividend rights and/or rights on liquidation, dissolution
or winding up of Farmers Capital (in each case without regard to whether
dividends accrue cumulatively or non-cumulatively). Other than Common
Stock, Farmers Capital does not currently have outstanding any class or series
of Junior Stock. Farmers Capital does not currently have outstanding
any class or series of Parity Stock.
Farmers
Capital filed the Articles of Amendment with the Kentucky Secretary of State for
the purpose of amending its Articles of Incorporation, as amended, to fix the
designations, preferences, limitations and relative rights of the Series A
Preferred Stock. The Articles of Amendment were effective as of January 7, 2009.
The Series A Preferred Stock has a liquidation preference of $1,000 per share.
The information concerning the Articles of Amendment set forth under “Item 1.01 Entry into a Material Definitive Agreement” is
incorporated by reference into this Item 5.02. The Articles of Amendment are
attached hereto as Exhibit 3.1 and incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
The following exhibit is included with this report:
Exhibit
No. Exhibit
Description
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.
FARMERS CAPITAL BANK
CORPORATION
|
|
|
|
|
|
|
Date
January 13, 2009
|
By:
/s/ G. Anthony Busseni
|
|
|
G.
Anthony Busseni
|
|
|
President
and Chief Executive Officer
|
|
|
|