- Current report filing (8-K)
March 24 2009 - 5:23PM
Edgar (US Regulatory)
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
March 20, 2009
(Date of earliest event reported)
TEAM FINANCIAL, INC.
(Exact name of registrant as specified in its
charter)
KANSAS
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000-26335
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48-1017164
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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8 West Peoria, Suite 200, Paola, Kansas,
66071
(Address of principal executive offices) (Zip
Code)
Registrants telephone, including area
code:
(913)
294-9667
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:
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 1.03 Bankruptcy or
Receivership.
On Friday, March 20, 2009, TeamBank, NA (TeamBank) and Colorado National
Bank (CNB and TeamBank, the Banks), the wholly-owned subsidiaries and
principal assets of Team Financial, Inc. (the Registrant), were closed
by the Office of the Comptroller of the Currency (OCC) and the Federal
Deposit Insurance Corporation (the FDIC) was appointed as receiver of the
Banks.
The Registrants principal assets are the common stock that it owns in
TeamBank and CNB, and, as a result of the closure of TeamBank and CNB, the
Registrant has very limited remaining tangible assets. As the owner of all of
the capital stock of TeamBank and CNB, the Registrant would be entitled to the
net recoveries, if any, following the liquidation or sale of TeamBank and CNB
or its assets by the FDIC. However, at this time, the Registrant does not believe
that any recovery will be realized by the Registrant.
In connection with the closure of TeamBank, the FDIC issued a press
release, dated March 20, 2009, announcing the following:
·
The
FDIC approved the assumption of all of the deposits of TeamBank by Great
Southern Bank, Springfield, Missouri (Great Southern Bank). Accordingly, all
depositors of TeamBank automatically became depositors of Great Southern Bank.
·
TeamBanks
17 offices reopened on Saturday, March 21, 2009, as branches of Great Southern
Bank.
·
Great
Southern Bank has agreed to pay a total premium of one percent for TeamBanks deposits.
In addition, Great Southern Bank will purchase approximately $656.5 million of TeamBanks
assets. The FDIC will retain the remaining assets for later disposition.
·
Customers
who have questions about the foregoing matters, or who would like more
information about the closure of the Banks, can visit the FDICs web site
located at http://www.fdic.gov, or call the FDIC toll-free at (800) 830-4698.
A complete copy of the FDICs press release for TeamBank can be found
on the Internet at http://www.fdic.gov/news/news/press/2009/pr09046.html. To
date, except as described above, no other entity or newly chartered bank has
been involved in the process of closing and unwinding TeamBank.
In connection with the closure of CNB, the FDIC issued a press release,
dated March 20, 2009, announcing the following:
·
The
FDIC approved the assumption of all of the deposits of CNB by Herring Bank,
Amarillo, Texas (Herring Bank). Accordingly, all depositors of CNB
automatically became depositors of Herring Bank.
·
CNBs
three offices reopened on Saturday, March 21, 2009, as branches of Herring
Bank.
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·
Herring
Bank has agreed to pay a total discount of 1.27% for CNBs deposits. In
addition, Herring Bank will purchase approximately $117.3 million of CNBs
assets. The FDIC will retain the remaining assets for later disposition.
·
Customers
who have questions about the foregoing matters, or who would like more
information about the closure of the Banks, can visit the FDICs web site
located at http://www.fdic.gov, or call the FDIC toll-free at (800) 830-4698.
A complete copy of the FDICs press release for CNB can be found on the
Internet at http://www.fdic.gov/news/news/press/2009/pr09045.html. To date, except as described above, no other
entity or newly chartered bank has been involved in the process of closing and
unwinding the CNB.
ITEM 2.04 Triggering Events that
Accelerate or Increase a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement.
On
March 20, 2009, the Registrant determined that it was in breach of the
Revolving Credit Agreement, dated March 18, 2004 and amended effective October 15,
2008 (the Credit Agreement) by and between the Registrant and U.S. Bank, N.A.
(U.S. Bank) as a result of its inability to fully comply with the requirements
of the September 2, 2009 and September 3, 2009 Consent Orders (Consent
Order) entered into with the Office of the Comptroller of the Currency.
(collectively, the Breach). As of March 20, 2009, the Credit
Agreement has a current outstanding balance of $4 million in principal and approximately
$38,000 accrued but unpaid interest. Accordingly,
U.S. Bank may declare any outstanding balance and interest thereon due and
payable.
On March 20, 2009, the Registrant determined that it was in breach
of the Indenture (the Indenture), by and between, the Registrant and Wells
Fargo Bank, NA (the Trustee), dated September 14, 2006 as a result of the
FDIC taking possession as receiver of a substantial portion of the Registrants
assets (the Default). Accordingly, the
Trustee or the holders of the debt securities under the Indenture may declare
the entire principal of the debt securities ($22 million) and any premium and
interest accrued due and payable.
ITEM 3.01 Notice of Delisting or
Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
On March 24, 2009, the Registrant received a letter from the
Nasdaq Stock Market (Nasdaq) indicating that the Registrant no longer
complies with the minimum [[$10]] million in stockholders equity requirement
for continued listing on the Nasdaq Global Market under Nasdaq Marketplace
Rule [[4450(a)(3)]]. In addition, in light of the events
described above, Nasdaq expressed concerns about the Registrants ability to
sustain compliance with other requirements for continued listing on Nasdaq as
well as the residual equity interest of the Registrants common stock holders.
As a result, Nasdaq notified the Registrant that the Registrants securities
will be delisted from Nasdaq.
The Registrant does not intend to appeal Nasdaqs decision to delist
the Registrants common stock. Therefore, trading in the Registrants
common stock will be suspended at the opening of business on March 31,
2009 and Form 25-NSE will be filed by Nasdaq with the Securities and
Exchange Commission, which will remove the Registrants securities from listing
and
3
registration on Nasdaq. In addition, trading in the Registrants common
stock has been halted by Nasdaq starting on Monday, March, 23, 2009 and will
remain so up to the suspension date.
Although the Registrants securities will not be immediately eligible
to trade on the OTC Bulletin Board or in the Pink Sheets, the securities may
become eligible if a market maker makes an application to register the Registrants
securities and such application is cleared.
However, trading in the Companys securities was halted on March 24,
2009 and will remain halted until the date of suspension.
ITEM 9.01 Financial Statements
and Exhibits.
None.
SIGNATURES
Pursuant
to the requirement 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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TEAM FINANCIAL, INC.
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By: /s/
Sandra J. Moll
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Sandra J. Moll,
Principal Executive Officer
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Date:
March 24, 2009
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