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Delaware
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6022
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43-1792717
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial Classification Code)
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(I.R.S. Employer
Identification No.)
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| Large accelerated filer [ ] | Accelerated Filer [ ] |
| Non-accelerated filer [ ] | Smaller reporting company [X] |
| (Do not check if a smaller reporting company) |
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Title of each Class of Securities to be
Registered
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Amount to
be
Registered
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Proposed
Maximum
Offering Price
Per Unit
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee(1)(3)
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Fixed Rate Cumulative Perpetual
Preferred Stock, Series A, $0.01 par value
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12,000 shares
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$1,000(1)(2)
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$12,000,000
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$1,375.20
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Total
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$12,000,000
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$1,375.20
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(1)
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Estimated in accordance with Rule 457(a).
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(2)
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Represents the liquidation preference amount per share of the preferred stock being registered for resale, which registrant sold to the United States Department of Treasury (“Treasury”) pursuant to Treasury’s Troubled Asset Relief Program Capital Purchase Program (“CPP”).
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| (3) |
Previously paid.
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The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. Neither we nor the selling shareholder may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
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Per Share
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Total
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|||||||
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Public offering price(1)
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$ | $ | ||||||
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Underwriting discounts and commissions to be paid by Treasury(2)
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$ | $ | ||||||
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Proceeds to Treasury(1)
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$ | $ | ||||||
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(1)
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Plus accrued dividends from and including August 15, 2012.
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(2)
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Treasury has agreed to pay all underwriting discounts and commissions and transfer taxes. We have agreed to pay all transaction fees, if any, applicable to the sale of the Preferred Shares and certain fees and disbursements of counsel for Treasury incurred in connection with this offering.
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ABOUT THIS PROSPECTUS SUPPLEMENT
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S-1
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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S-1
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WHERE YOU CAN FIND MORE INFORMATION
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S-2
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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S-2
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SUMMARY
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S-4
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RISK FACTORS
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S-10
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USE OF PROCEEDS
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S-19
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RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
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S-19
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DESCRIPTION OF PREFERRED SHARES
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S-20
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AUCTION PROCESS
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S-26
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SELLING SHAREHOLDER
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S-32
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U.S. FEDERAL INCOME TAX CONSEQUENCES
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S-34
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UNDERWRITING
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S-39
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LEGAL MATTERS
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S-43
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EXPERTS
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S-43
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ABOUT THIS PROSPECTUS
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i
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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i
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WHERE YOU CAN FIND MORE INFORMATION
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ii
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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ii
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PROSPECTUS SUMMARY
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1
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RISK FACTORS
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5
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USE OF PROCEEDS
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11
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DESCRIPTION OF PREFERRED SHARES
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12
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SELLING SHAREHOLDER
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16
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U.S. FEDERAL INCOME TAX CONSEQUENCES
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18
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PLAN OF DISTRIBUTION
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23
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LEGAL MATTERS
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26
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EXPERTS
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26
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·
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the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011;
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·
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the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012 and June 30, 2012;
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·
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the Company’s Current Reports on Form 8-K filed on January 26, 2012; February 2, 2012; February 10, 2012; April 20, 2012; May 25, 2012; June 14, 2012; July 19, 2012; August 2, 2012; August 3, 2012; and August 14, 2012; and
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·
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the Company’s Definitive Proxy Statement related to its 2012 Annual Meeting of Shareholders, as filed with the SEC on April 23, 2012.
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Our principal executive offices are located at 1341 West Battlefield, Springfield, Missouri 65807, and the telephone number is (417) 520-4333. Our website is www.gbankmo.com. The information on our website does not constitute a part of, and is not incorporated by reference in, this preliminary prospectus supplement or the accompanying prospectus.
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The Offering
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The following summary contains basic information about the Preferred Shares and the auction process and is not intended to be complete and does not contain all the information that is important to you. For a more complete understanding of the Preferred Shares and the auction process, you should read the sections of this preliminary prospectus supplement entitled “Description of Preferred Shares” and “Auction Process” and any similar sections in the accompanying prospectus.
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Issuer
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Guaranty Federal Bancshares, Inc.
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Preferred Shares Offered by Treasury
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12,000 shares of our Fixed Rate Cumulative Perpetual Preferred Stock, Series A, $0.01 par value per share. The number of Preferred Shares to be sold will depend on the number of bids received in the auction described below and whether Treasury decides to sell any Preferred Shares in the auction process. See the section entitled “Auction Process” in this preliminary prospectus supplement.
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Liquidation Preference
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If we liquidate, dissolve or wind up (collectively, a “liquidation”), holders of the Preferred Shares will have the right to receive $1,000 per share, plus any accrued and unpaid dividends (including dividends accrued on any unpaid dividends) to, but not including, the date of payment, before any payments are made to holders of our common stock or any other capital stock that ranks, by its terms, junior as to the rights upon liquidation to the Preferred Shares.
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Dividends
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Dividends on the Preferred Shares are payable quarterly in arrears on each February 15, May 15, August 15 and November 15. The initial dividend rate is 5% per annum through February 14, 2014, and will increase to 9% per annum on and after February 15, 2014 if not otherwise redeemed earlier for cash by us. As of the date of this preliminary prospectus supplement, we have paid in full all of our quarterly dividend obligations on the Preferred Shares. Holders of Preferred Shares sold by Treasury in the auction, if any, that are record holders on the record date for the November 15, 2012 dividend payment date will be entitled to any declared dividends payable on such date.
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Maturity
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The Preferred Shares have no maturity date.
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Rank
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The Preferred Shares rank (i) senior to common stock or any other capital stock that ranks, by its terms, junior as to dividend rights and/or rights upon liquidation to the Preferred Shares (collectively, the “Junior Stock”), (ii) equally with any shares of our capital stock whose terms do not expressly provide that such class or series will rank senior or junior to the Preferred Shares as to dividend rights and/or rights upon liquidation (collectively, the “Parity Stock”) and (iii) junior to all of our existing and future indebtedness and any future senior securities, in each case as to dividend rights and/or rights upon liquidation.
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Priority of Dividends
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So long as any of the Preferred Shares remain outstanding, we may not declare or pay a dividend or other distribution on our common stock or any other shares of Junior Stock (other than dividends payable solely in common stock) or Parity Stock (other than dividends paid on a pro rata basis with the Preferred Shares), and we generally may not directly or indirectly purchase, redeem or otherwise acquire any shares of common stock, Junior Stock or Parity Stock unless all accrued and unpaid dividends on the Preferred Shares for all past dividend periods are paid in full.
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Redemption
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We may redeem the Preferred Shares, at any time, in whole or in part, at our option, subject to prior approval by the appropriate federal banking agency, for a redemption price equal to 100% of the liquidation preference amount per Preferred Share plus any accrued and unpaid dividends (including dividends accrued on any unpaid dividends) to but excluding the date of redemption. We have not applied for and have no present intention to redeem any of the Preferred Shares currently, but if we are able, we have a goal of redeeming prior to the scheduled dividend rate increase on February 15, 2014. Our ability to do so will depend on then present facts and circumstances and the amount of capital we hold or can raise at the holding company level. In order for us to obtain approval from our applicable regulatory authorities to redeem the Preferred Shares, we would expect that such regulatory authorities would require us to satisfy our capital commitments to them, if any, after giving effect to the redemption of the Preferred Shares so approved.
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Voting Rights
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Holders of the Preferred Shares generally have no voting rights. However, if we do not pay dividends on the Preferred Shares for six or more quarterly periods, whether or not consecutive, the holders of the Preferred Shares, voting as a single class with the holders of any other Parity Stock upon which like voting rights have been conferred and are exercisable, will be entitled to vote for the election of two additional directors to serve on our board of directors until all accrued and unpaid dividends (including dividends accrued on any unpaid dividends) on the Preferred Shares for all past dividend periods are paid in full. There is no limit on the number of nominations and a plurality of eligible voters would determine the election of the two new directors.
In addition, the affirmative vote of the holders of at least 66-2/3% of the outstanding Preferred Shares is required for us to authorize, create or increase the authorized number of shares of our capital stock ranking, as to dividends or amounts payable upon liquidation, senior to the Preferred Shares, to amend, alter or repeal any provision of our charter or the Certificate of Designations for the Preferred Shares in a manner that adversely affects the rights of the holders of the Preferred Shares or to consummate a binding share exchange or reclassification of the Preferred Shares or a merger or consolidation of us with another entity unless (a) the Preferred Shares remain outstanding or are converted into or exchanged for preference shares of the surviving entity or its ultimate parent and (b) the Preferred Shares remain outstanding or such preference shares have such terms that are not materially less favorable, taken as a whole, than the rights of the Preferred Shares immediately prior to such transaction, taken as a whole.
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Auction Process
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The public offering price and the allocation of the Preferred Shares in this offering will be determined through an auction process conducted by Merrill Lynch, Pierce, Fenner & Smith Incorporated and Sandler O’Neill & Partners, L.P., the joint book-running managers in this offering, in their capacity as the auction agents. The auction process will entail a modified “Dutch auction” mechanic in which bids may be submitted through the auction agents or one of the other brokers that is a member of the broker network, which are collectively referred to in this preliminary prospectus supplement as the “network brokers,” established in connection with the auction process. Each broker will make suitability determinations with respect to its own customers wishing to participate in the auction process. The auction agents will not provide bidders with any information about the bids of other bidders or auction trends, or with advice regarding bidding strategies, in connection with the auction process. We encourage you to discuss any questions regarding the bidding process and suitability determinations applicable to your bids with your broker. We do not intend to submit any bids in the auction. Certain directors of the Company have indicated that they may submit bids in the auction up to a collective amount of $1,250,000.00. There is no assurance that the directors will submit any bids (or the amount of such bids) or that any bids submitted by the directors will be accepted.
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Minimum Bid Size and Price Increments
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This offering is being conducted using an auction process in which prospective purchasers are required to bid for the Preferred Shares. During the auction period, bids may be placed for Preferred Shares at any price at or above the minimum bid price of $920.00 per share (such bid price to be in increments of $0.01) with a minimum bid size of one Preferred Share. See “Auction Process” in this preliminary prospectus supplement.
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Bid Submission Deadline
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The auction will commence at 10:00 a.m., New York City time, on the date specified in a press release issued on such day, and will close at 6:30 p.m., New York City time, on the second business day immediately thereafter, which is referred to as the “submission deadline.” Network brokers and other brokers will impose earlier submission deadlines than those imposed by the auction agents. Please see page S-27 of this preliminary prospectus supplement for more information regarding the bid submission deadline.
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Irrevocability of Bids
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Bids that have not been modified or withdrawn by the time of the submission deadline are final and irrevocable, and bidders who submit bids that are accepted by Treasury will be obligated to purchase the Preferred Shares allocated to them. The auction agents are under no obligation to reconfirm bids for any reason, except as may be required by applicable securities laws; however, the auction agents, in their sole discretion, may require that bidders confirm their bids before the auction process closes. See “Auction Process” in this preliminary prospectus supplement.
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Clearing Price
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The price at which the Preferred Shares will be sold to the public will be the clearing price plus accrued dividends thereon. The clearing price will be determined as follows:
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● If valid, irrevocable bids are received for 100% or more of the offered Preferred Shares at the submission deadline, the clearing price will be equal to the highest price at which all of the offered Preferred Shares can be sold in the auction;
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● If valid, irrevocable bids are received for at least half, but less than all, of the offered Preferred Shares at the time of the submission deadline, the clearing price will be equal to the minimum bid price of $920.00 per share.
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Even if bids are received for at least half of the offered Preferred Shares, Treasury may decide not to sell any Preferred Shares in the auction process or, in the case where bids are received for at least half, but less than all, of the Preferred Shares, may decide only to sell a portion (but not less than half) of the offered Preferred Shares in the auction process. If Treasury decides to sell Preferred Shares in the auction, after Treasury confirms its acceptance of the clearing price and the number of Preferred Shares to be sold, the auction agents and each network broker that has submitted a successful bid will notify successful bidders that the auction has closed and that their bids have been accepted by Treasury (subject, in some cases, to pro-ration, as described below). The clearing price and number of Preferred Shares to be sold are also expected to be announced by press release on the business day following the end of the auction. See “Auction Process” in this preliminary prospectus supplement.
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Number of Preferred Shares to be Sold
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If bids are received for 100% or more of the offered Preferred Shares, Treasury must sell all of the offered Preferred Shares if it chooses to sell any Preferred Shares. If bids are received for at least half, but less than all, of the offered Preferred Shares, then Treasury may, but is not required to, sell at the minimum bid price in the auction (which will be deemed to be the clearing price) the number of Preferred Shares it chooses to sell up to the number of bids received in the auction, so long as at least half of the offered Preferred Shares are sold. If bids are received for less than half of the offered Preferred Shares, Treasury will not sell any Preferred Shares in this offering. Even if bids are received for at least half of the offered Preferred Shares, Treasury may decide not to sell any Preferred Shares or, in the case where bids are received for at least half, but less than all, of the offered Preferred Shares, may decide only to sell a portion (but not less than half) of the offered Preferred Shares in the auction process. If Treasury elects to sell any Preferred Shares in the auction, Treasury must sell those shares at the clearing price plus accrued dividends thereon. In no event will Treasury sell more Preferred Shares than the number of Preferred Shares for which there are bids. See “Auction Process” in this preliminary prospectus supplement.
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Allocation; Pro-Ration
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If bids for 100% or more of the offered Preferred Shares are received and Treasury elects to sell Preferred Shares in the offering, then any accepted bids submitted in the auction above the clearing price will receive allocations in full, while any accepted bids submitted at the clearing price may experience pro-rata allocation. If bids for at least half, but less than all, of the offered Preferred Shares are received, and Treasury chooses to sell fewer Preferred Shares than the number of Preferred Shares for which bids were received, then all bids will experience equal pro-rata allocation. See “Auction Process” in this preliminary prospectus supplement.
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Use of Proceeds
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We will not receive any proceeds from the sale of any Preferred Shares sold by Treasury. See “Use of Proceeds.”
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Listing
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The Preferred Shares will not be listed for trading on any stock exchange nor will they be available for quotation on any national quotation system.
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Risk Factors
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See “Risk Factors” and other information included or incorporated by reference in this preliminary prospectus supplement and the accompanying prospectus for a discussion of factors you should consider carefully before making a decision to invest in the Preferred Shares.
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Auction Agents
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Merrill Lynch, Pierce, Fenner & Smith Incorporated and Sandler O’Neill & Partners, L.P.
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Network Brokers
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See page S-27 for a list of brokers participating as network brokers in the auction process.
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Summary Consolidated Financial Data
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The following tables present our summary consolidated financial data as of or for the six months ended June 30, 2012 and each of the five years ended December 31, 2011. Financial data as of or for the six months ended June 30, 2012 is derived from our unaudited consolidated financial statements, and financial data as of or for each of the five years ended December 31, 2011 is derived from our audited consolidated financial statements. You should read this table together with the historical consolidated financial information contained in our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 and Annual Report on Form 10-K for the year ended December 31, 2011, which have been filed with the SEC and are incorporated by reference in this preliminary prospectus.
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Summary Balance Sheets
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As of June 30,
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As of December 31,
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2012
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2011
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2010
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2009
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2008
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2007
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ASSETS
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(Unaudited)
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(Dollar Amounts in Thousands)
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Cash and cash equivalents
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$ | 26,072 | $ | 26,574 | $ | 14,145 | $ | 33,017 | $ | 15,097 | $ | 12,046 | ||||||||||||||||
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Investments and interest-bearing deposits
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103,054 | 86,871 | 109,891 | 119,693 | 66,062 | 15,385 | ||||||||||||||||||||||
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Loans receivable, net
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475,145 | 482,664 | 504,665 | 528,503 | 558,327 | 516,242 | ||||||||||||||||||||||
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Accrued interest receivable
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2,177 | 2,139 | 2,670 | 2,671 | 2,632 | 3,323 | ||||||||||||||||||||||
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Prepaids and other assets
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17,185 | 18,051 | 18,982 | 25,249 | 16,573 | 8,613 | ||||||||||||||||||||||
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Foreclosed assets
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8,116 | 10,012 | 10,540 | 6,760 | 5,655 | 727 | ||||||||||||||||||||||
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Premises and equipment
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11,406 | 11,424 | 11,325 | 11,818 | 11,324 | 9,442 | ||||||||||||||||||||||
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Bank owned life insurance
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13,453 | 10,771 | 10,450 | 10,069 | - | - | ||||||||||||||||||||||
| $ | 656,608 | $ | 648,506 | $ | 682,668 | $ | 737,780 | $ | 675,670 | $ | 565,778 | |||||||||||||||||
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LIABILITIES
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Deposits
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$ | 496,356 | $ | 484,584 | $ | 480,694 | $ | 513,051 | $ | 447,079 | $ | 418,191 | ||||||||||||||||
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Federal Home Loan Bank advances
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68,050 | 68,050 | 93,050 | 116,050 | 132,436 | 76,086 | ||||||||||||||||||||||
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Securities sold under agreements to repurchase
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25,000 | 25,000 | 39,750 | 39,750 | 39,750 | 9,849 | ||||||||||||||||||||||
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Subordinated debentures
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15,465 | 15,465 | 15,465 | 15,465 | 15,465 | 15,465 | ||||||||||||||||||||||
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Other liabilities
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1,333 | 1,172 | 1,668 | 2,053 | 3,627 | 3,500 | ||||||||||||||||||||||
| 606,204 | 594,271 | 630,627 | 686,369 | 638,357 | 523,091 | |||||||||||||||||||||||
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STOCKHOLDERS' EQUITY
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50,404 | 54,235 | 52,041 | 51,411 | 37,313 | 42,687 | ||||||||||||||||||||||
| $ | 656,608 | $ | 648,506 | $ | 682,668 | $ | 737,780 | $ | 675,670 | $ | 565,778 | |||||||||||||||||
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Summary Statements of Operations
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Six Months Ended June 30,
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Years ended December 31,
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2012
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2011 | 2011 | 2010 | 2009 | 2008 | 2007 | ||||||||||||||||||||||
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(Unaudited)
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(Dollar Amounts in Thousands, Except Per Share Data)
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Interest income
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$ | 13,712 | $ | 15,172 | $ | 30,376 | $ | 32,331 | $ | 33,873 | $ | 36,363 | $ | 37,972 | ||||||||||||||
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Interest expense
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3,582 | 5,227 | 9,611 | 14,806 | 20,527 | 19,524 | 20,519 | |||||||||||||||||||||
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Net interest income
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10,130 | 9,945 | 20,765 | 17,525 | 13,346 | 16,839 | 17,453 | |||||||||||||||||||||
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Provision for loan losses
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3,000 | 1,900 | 3,350 | 5,200 | 6,900 | 14,744 | 840 | |||||||||||||||||||||
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Net interest income after provision
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||||||||||||||||||||||||||||
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for loan losses
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7,130 | 8,045 | 17,415 | 12,325 | 6,446 | 2,095 | 16,613 | |||||||||||||||||||||
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Noninterest income
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1,887 | 1,473 | 4,485 | 4,279 | 4,240 | 2,316 | 4,729 | |||||||||||||||||||||
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Noninterest expense
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7,950 | 8,071 | 17,361 | 15,530 | 15,161 | 12,760 | 11,842 | |||||||||||||||||||||
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Income (loss) before income taxes
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1,067 | 1,447 | 4,539 | 1,074 | (4,475 | ) | (8,349 | ) | 9,500 | |||||||||||||||||||
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Provision (credit) for income taxes
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(112 | ) | 135 | 703 | (57 | ) | (2,134 | ) | (2,989 | ) | 3,400 | |||||||||||||||||
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Net income (loss)
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$ | 1,179 | $ | 1,312 | $ | 3,836 | $ | 1,131 | $ | (2,341 | ) | $ | (5,360 | ) | $ | 6,100 | ||||||||||||
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Preferred stock dividends and discount accretion
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679 | 562 | 1,126 | 1,126 | 1,032 | - | - | |||||||||||||||||||||
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Net income (loss) available to common shareholders
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$ | 500 | $ | 750 | $ | 2,710 | $ | 5 | $ | (3,373 | ) | $ | (5,360 | ) | $ | 6,100 | ||||||||||||
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Basic income (loss) per common share
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$ | 0.18 | $ | 0.28 | $ | 1.01 | $ | - | $ | (1.29 | ) | $ | (2.06 | ) | $ | 2.25 | ||||||||||||
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Diluted income (loss) per common share
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$ | 0.17 | $ | 0.28 | $ | 1.01 | $ | - | $ | (1.29 | ) | $ | (2.06 | ) | $ | 2.19 | ||||||||||||
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Six Months Ended June 30, 2012
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Year Ended
December 31, 2011
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Year Ended
December 31, 2010(2)
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Year Ended
December 31, 2009(3)
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Year Ended
December 31, 2008(4)
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Year Ended
December 31, 2007
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(unaudited)
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Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends(1)
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1.10x | 1.30x | .99x | .74x | .57x | 1.46x | |||||||
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(1)
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Earnings have been calculated by adding combined fixed charges to consolidated income from continuing operations. Combined fixed charges consist of interest expense, amortization of deferred financing costs and preferred stock dividends. For all periods, we computed the ratios of earnings to combined fixed charges and preferred stock dividends by dividing earnings by combined fixed charges. If we do not redeem the Preferred Shares prior to February 15, 2014, the cost of this capital to us will increase substantially on and after that date, with the dividend rate increasing from 5.0% to 9.0% per annum, which would adversely affect our ratio of earnings to combined fixed charges and preferred stock dividends.
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(2)
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The earnings coverage for the year ended December 31, 2010 was inadequate to cover combined fixed charges and preferred stock dividends by $214,000.
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(3)
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The earnings coverage for the year ended December 31, 2009 was inadequate to cover combined fixed charges and preferred stock dividends by $5.7 million.
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(4)
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The earnings coverage for the year ended December 31, 2008 was inadequate to cover combined fixed charges and preferred stock dividends by $8.3 million.
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●
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amend or alter our Restated Certificate of Incorporation or the Certificate of Designations for the Preferred Shares to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of our capital stock ranking senior to the Preferred Shares with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the Company; or
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amend, alter or repeal our Restated Certificate of Incorporation or the Certificate of Designations for the Preferred Shares in a manner that adversely affects the rights, preferences, privileges or voting powers of the Preferred Shares; or
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●
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consummate a binding share exchange or reclassification involving the Preferred Shares or a merger or consolidation of the Company with another entity, unless (i) the Preferred Shares remain outstanding or, in the case of a merger or consolidation in which the Company is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (ii) the Preferred Shares remaining outstanding or such preference securities, have such rights, preferences, privileges, voting powers, limitations and restrictions, taken as a whole, as are not materially less favorable than the rights, preferences, privileges, voting powers, limitations and restrictions of the Preferred Shares immediately prior to consummation of the transaction, taken as a whole;
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●
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before submitting a bid in the auction, you should read this preliminary prospectus supplement, the accompanying prospectus and the documents incorporated by reference, including all the risk factors;
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●
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the minimum bid price was agreed by the auction agents and Treasury, and we did not participate in that determination and therefore cannot provide any information regarding the factors that Treasury and the auction agents considered in determining the minimum bid price;
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●
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if valid, irrevocable bids are received for 100% or more of the offered Preferred Shares at the submission deadline, the clearing price will be equal to the highest price at which all of the offered Preferred Shares can be sold in the auction. In this case, the clearing price will be determined based on the number of valid, irrevocable bids at the time of the submission deadline that Treasury decides, in its sole discretion, to accept (it being understood that Treasury must accept bids for 100% of the offered Preferred Shares if it accepts any bid);
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●
|
if valid, irrevocable bids are received for at least half, but less than all, of the offered Preferred Shares at the submission deadline, then Treasury may (but is not required to) sell, at the minimum bid price per share in the auction (which will be deemed the clearing price), the number of Preferred Shares it chooses to sell up to the number of bids received in the auction, so long as at least half of the offered Preferred Shares are sold;
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|
●
|
if bids are received for less than half of the offered Preferred Shares, Treasury will not sell any Preferred Shares in this offering;
|
|
|
●
|
if there is little or no demand for the Preferred Shares at or above the public offering price once trading begins, the trading price of the Preferred Shares will decline;
|
|
|
●
|
the liquidity of any market for the Preferred Shares may be affected by the number of Preferred Shares that Treasury elects to sell in this offering, and the price of the Preferred Shares may decline if the Preferred Shares are illiquid;
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|
|
●
|
the auction agents, in their sole discretion, have the right to reconfirm any bid by contacting the purported bidder directly and to impose size limits on the aggregate size of bids that it chooses to accept from any bidder, including network brokers (although the auction agents are under no obligation to reconfirm bids for any reason, except as may be required by applicable securities laws). If you are requested to reconfirm a bid and fail to do so in a timely manner, the auction agents may deem your bid to have been withdrawn, but alternatively may in their discretion choose to accept any such bid even if it has not been reconfirmed;
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●
|
the auction agents may reject any bid that they determine, in their discretion, has a potentially manipulative, disruptive or other adverse effect on the auction process or the offering; and
|
|
|
●
|
the auction agents will not provide bidders with any information about the bids of other bidders or auction trends, or with advice regarding bidding strategies, in connection with the auction process.
|
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●
|
The auction will commence at 10:00 a.m., New York City time, on the date specified in a press release issued on such day, and will end at 6:30 p.m., New York City time, on the second business day immediately thereafter (the “submission deadline”). Unless you submit your bids through an auction agent, your broker will have an earlier deadline for accepting bids. If a malfunction, technical or mechanical problem, calamity, crisis or other similar event occurs that the auction agents believe may interfere with the auction process, the auction agents may (in consultation with Treasury) decide to extend the auction or cancel and reschedule the auction. The auction agents and the network brokers will advise bidders of any such decision to extend or cancel and reschedule the auction using e-mail, telephone or facsimile, and will attempt to make such notification prior to the time the auction is scheduled to close. If the auction process is extended such that it closes at a later time on the same business day, any bids previously submitted will continue to be valid unless amended or cancelled by the bidder, but if the auction is extended such that it closes on the following business day or later, or is cancelled, all bids will be cancelled at the time of such extension or cancellation.
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●
|
The auction agents and the network brokers will contact potential investors with information about the auction process and how to participate and will solicit bids from prospective investors via electronic message, telephone and facsimile. The minimum bid price is $920.00 per Preferred Share with a minimum size for any bid of one Preferred Share.
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●
|
The auction agents and the network brokers will only accept bids in the auction process in increments of whole Preferred Shares; no fractional interests will be sold.
|
|
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●
|
No maximum price or auction price range has been established in connection with the auction process, which means that there is no ceiling on the price per share that you or any other bidder can bid in the auction. Each bid must specify a price at or above the minimum bid price of $920.00 (such bid price to be in increments of $0.01) with a minimum bid size of one Preferred Share or such bid will be rejected.
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●
|
Once the auction begins, you may submit your bids either directly through an auction agent or through any network broker. Bids through the network brokers will be aggregated and submitted to the auction agents as single bids at each price increment by those brokers. Bids will only be accepted if they are made on an unconditional basis (i.e., no “all-or-none” bids will be accepted).
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●
|
In connection with submitting a bid, you will be required to provide the following information:
|
|
|
●
|
the number of Preferred Shares that you are interested in purchasing (only in whole shares—no fractional interests);
|
|
|
●
|
the price per share you are willing to pay (such bid price to be in increments of $0.01 at or above the minimum bid price of $920.00 per Preferred Share with a minimum size for any bid of one Preferred Share); and
|
|
|
●
|
any additional information that may be required to enable an auction agent and/or network broker to identify you, confirm your eligibility and suitability for participating in this offering, and, if you submit a successful bid, consummate a sale of Preferred Shares to you.
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|
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●
|
You may submit multiple bids. Canceling one bid does not cancel any other bid. However, as bids are independent, each bid may result in an allocation of Preferred Shares. Consequently, the sum of your bid sizes should be no more than the total number of Preferred Shares you are willing to purchase. In addition, the auction agents may impose size limits on the aggregate size of bids that they choose to accept from any bidder (including any network broker), although the auction agents are under no obligation to do so or to reconfirm bids for any reason, except as may be required by applicable securities laws.
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●
|
At any time prior to the submission deadline, you may modify your bids to increase or decrease the number of Preferred Shares bid for or the price bid per share and may withdraw your bid and reenter the auction. Network brokers, however, will impose earlier submission deadlines than that imposed by the auction agents in order to have sufficient time to aggregate bids received from their respective customers and to transmit the aggregate bid to the auction agents before the auction closes. We believe these earlier deadlines could be as much as one day earlier than the deadlines imposed by the auction agents. If you are bidding through a network broker, or another broker that is submitting bids through an auction agent or a network broker, you should be aware of any earlier submission deadlines that may be imposed by your broker. Investors who are concerned about the timely submission or withdrawal of bids are encouraged to submit or withdraw their bids through the auction agents.
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|
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●
|
Conditions for valid bids, including eligibility standards and account funding requirements, may vary from broker to broker. Some brokers, for example, may require a prospective investor to maintain a minimum account balance or to ensure that its account balance is equal to or in excess of the amount of its bid. No funds will be transferred to the underwriters until the acceptance of the bid and the allocation of Preferred Shares.
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●
|
A bid received by an auction agent or any network broker involves no obligation or commitment of any kind prior to the submission deadline. Therefore, you will be able to withdraw a bid at any time prior to the submission deadline (or any deadline imposed by a network broker, if you are bidding through a network broker). Following the submission deadline, however, all bids that have not been modified or withdrawn by you prior to the submission deadline will be considered final and irrevocable and may be accepted. The auction agents and Treasury will rely on your bid in setting the public offering price and in sending notices of acceptance to successful bidders.
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|
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●
|
If you are requested to reconfirm a bid and fail to do so in a timely manner, the auction agents may deem your bid to have been withdrawn. The auction agents may, however, choose to accept your bid even if it has not been reconfirmed.
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●
|
The auction agents may reject any bid that they determine, in their discretion, has a potentially manipulative, disruptive or other adverse effect on the auction process or the offering.
|
|
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●
|
The auction agents will not provide bidders with any information about the bids of other bidders or auction trends, or with advice regarding bidding strategies, in connection with the auction process.
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●
|
No funds will be transferred to the underwriters until the acceptance of the bid and the allocation of the Preferred Shares. However, the auction agents or any network broker may require you to deposit funds or securities in your brokerage accounts with value sufficient to cover the aggregate dollar amount of your bids. Bids may be rejected if you do not provide the required funds or securities within the required time. The auction agents or any network broker may, however, decide to accept successful bids regardless of whether you have deposited funds or securities in your brokerage accounts. In any case, if you are a successful bidder, you will be obligated to purchase the Preferred Shares allocated to you in the allocation process and will be required to deposit funds in your brokerage accounts prior to settlement, which is expected to occur three or four business days after the notices of acceptance are sent to you.
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●
|
The auction agents will manage the master order book that will aggregate all bids and will include the identity of the bidders (or their brokers, in the case of bids submitted through a network broker). The master order book will not be available for viewing by bidders. Bidders whose bids are accepted will be informed about the result of their bids.
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|
●
|
If valid, irrevocable bids are received for 100% or more of the offered Preferred Shares, the clearing price will be equal to the highest price at which all of the offered Preferred Shares can be sold in the auction. In this case, the clearing price will be determined based on the number of valid, irrevocable bids at the time of the submission deadline that Treasury decides, in its sole discretion, to accept (it being understood that Treasury must accept bids for 100% of the offered Preferred Shares if it accepts any bid). If valid, irrevocable bids for 100% or more of the offered Preferred Shares are received, any accepted bids submitted in the auction above the clearing price will receive allocations in full, while each bid submitted at the clearing price will be allocated the number of Preferred Shares represented by such bids, in the case bids for 100% of the offered Preferred Shares are received, or a number of Preferred Shares approximately equal to the pro-rata allocation percentage multiplied by the number of Preferred Shares represented by such bid, rounded to the nearest whole number of Preferred Shares (subject to rounding to eliminate odd-lots), in the case bids for more than 100% of the offered Preferred Shares are received.
|
|
|
●
|
If valid, irrevocable bids are received for at least half, but less than all, of the offered Preferred Shares at the submission deadline, then Treasury may (but is not required to) sell, at the minimum bid price in the auction (which will be deemed the clearing price), the number of Preferred Shares it chooses to sell up to the number of bids received in the auction, so long as at least half of the offered Preferred Shares are sold, and in such a case if Treasury chooses to sell fewer Preferred Shares than the number of Preferred Shares for which bids were received, then all bids will experience equal pro-rata allocation.
|
|
|
●
|
If bids are received for less than half of the offered Preferred Shares, Treasury will not sell any Preferred Shares in this offering.
|
|
|
●
|
Unless Treasury decides not to sell any Preferred Shares or as otherwise described below, all Preferred Shares will be sold to bidders at the clearing price plus accrued dividends thereon.
|
|
|
●
|
Promptly after the auction agents determine the clearing price, they will communicate that clearing price to Treasury. Treasury may decide not to sell any Preferred Shares after the clearing price is determined or, in the case where bids are reserved for at least half, but less than all, of the offered Preferred Shares, may decide to sell only a portion (but not less than half) of the offered Preferred Shares. Once Treasury confirms its acceptance of the clearing price and the number of Preferred Shares to be sold, the auction agents will confirm allocations of Preferred Shares to its clients and the network brokers. The underwriters will sell all Preferred Shares at the same price per share plus accrued dividends.
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●
|
If Treasury elects to sell Preferred Shares in the offering, allocation of the Preferred Shares will be determined by, first, allocating Preferred Shares to any bids made above the clearing price, and second, allocating Preferred Shares (on a pro-rata basis if appropriate) among bids made at the clearing price. Any pro-rata allocation percentage for bids made at the clearing price will be determined by dividing the number of Preferred Shares to be allocated at the bidding increment equal to the clearing price by the number of Preferred Shares represented by bids at that bidding increment. Each accepted bid submitted at the clearing price will be allocated a number of Preferred Shares approximately equal to the pro-rata allocation percentage multiplied by the number of Preferred Shares represented by its bid, rounded to the nearest whole number of Preferred Shares. In no case, however, will any rounded amount exceed the original bid size.
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●
|
After Treasury confirms its acceptance of the clearing price and the number of Preferred Shares to be sold, the auction agents and each network broker that has submitted successful bids will notify you, in the event your bids have been accepted by Treasury, by electronic message, telephone, facsimile or otherwise that the auction has closed and that your bids have been accepted by Treasury (subject, in some cases, to pro-ration, as described in this preliminary prospectus supplement). They may also provide you with a preliminary allocation estimate, which will be subsequently followed by a final allocation and confirmation of sale. In the event your bids are not accepted, you may be notified that your bids have not been accepted. As a result of the varying delivery times involved in sending e-mails over the Internet and other methods of delivery, you may receive notices of acceptance before or after other bidders.
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●
|
The clearing price and number of Preferred Shares to be sold are expected to be announced via press release on the business day following the end of the auction. The price will also be included in the notice of acceptance and the confirmation of sale that will be sent to successful bidders, and will also be included in the final preliminary prospectus supplement for the offering.
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●
|
Sales to investors will be settled through your account with the broker through which your bid was submitted.
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●
|
If you submit bids that are accepted by Treasury, you will be obligated to purchase the Preferred Shares allocated to you regardless of whether you are aware that the notice of acceptance of your bid has been sent. Once an underwriter has sent out a notice of acceptance and confirmation of sale, it will not cancel or reject your bid. The auction agents and Treasury will rely on your bid in setting the public offering price and in sending notices of acceptance to successful bidders. As a result, you will be responsible for paying for all of the Preferred Shares that are finally allocated to you at the public offering price.
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●
|
Potential Request for Reconfirmation. The auction agents, in their sole discretion, may ask you to reconfirm your bid by directly contacting you (or your broker, if you submitted your bid through a broker other than an auction agent), although the auction agents are under no obligation to reconfirm bids for any reason, except as may be required by applicable securities laws. If you are requested to reconfirm a bid and fail to do so in a timely manner, the auction agents may deem your bid to have been withdrawn. The auction agents may, however, choose to accept your bid even if it has not been reconfirmed.
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●
|
Notice of Acceptance. Notification as to whether any of your bids are successful and have been accepted by Treasury. This notification will include the final clearing price. If your bids have been accepted by Treasury, you will be informed about the results of the auction process.
|
|
Beneficial Ownership
Prior to the Offering(1)(2)
|
Beneficial Ownership
After the Offering
|
||||
|
Name and Address of Beneficial Owner
|
Number of
Preferred
Shares
Beneficially
Owned(1)
|
Percent
|
Preferred
Shares
Being Offered
|
Number of
Preferred
Shares
Beneficially
Owned(1)(2)
|
Percent
|
|
United States Department of the
Treasury
1500 Pennsylvania Avenue, N.W.
Washington, D.C. 20220
|
12,000
|
100%
|
12,000
|
0
|
0%
|
|
(1)
|
In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to be the beneficial owner, for purposes of this table, of any Preferred Shares over which such person has voting or investment power and of which such person has the right to acquire beneficial ownership within 60 days.
|
|
(2)
|
Treasury also owns a warrant to purchase 459,459 of the shares of our common stock.
|
|
|
●
|
the redemption is “substantially disproportionate” with respect to you within the meaning of Section 302(b)(2) of the Code;
|
|
|
●
|
your interest in the Preferred Shares and any other equity interest in us is completely terminated (within the meaning of Section 302(b)(3) of the Code) as a result of such redemption; or
|
|
|
●
|
the redemption is “not essentially equivalent to a dividend” (within the meaning of Section 302(b)(1) of the Code). In general, redemption proceeds are “not essentially equivalent to a dividend” if the redemption results in a “meaningful reduction” of your interest in the issuer.
|
|
Underwriter
|
Number of
Preferred Shares
|
|||
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
|
||||
|
Sandler O’Neill & Partners, L.P
|
||||
|
Total
|
||||
|
Preferred Stock
|
Per Share
|
Total
|
||||||
|
Price to public(1)
|
$ | $ | ||||||
|
Underwriting discounts and commissions to be paid by Treasury(2)
|
||||||||
|
Proceeds to Treasury(1)
|
||||||||
|
(1)
|
Plus accrued dividends from and including August 15, 2012.
|
|
(2)
|
Treasury has agreed to pay all underwriting discounts and commissions and transfer taxes. We have agreed to pay all transaction fees, if any, applicable to the sale of the Preferred Shares and certain fees and disbursements of counsel for Treasury incurred in connection with this offering.
|
|
|
●
|
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the ‘‘FSMA’’)) received by it in connection with the issue or sale of the Preferred Shares in circumstances in which Section 21(1) of the FSMA does not apply to our company; and
|
|
|
●
|
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Preferred Shares in, from or otherwise involving the United Kingdom.
|
|
The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling shareholder may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, nor is it a solicitation of an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.
|
|
Prospectus
|
|
|
ABOUT THIS PROSPECTUS
|
i
|
|
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
i
|
|
WHERE YOU CAN FIND MORE INFORMATION
|
ii
|
|
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
|
ii
|
|
PROSPECTUS SUMMARY
|
1
|
|
RISK FACTORS
|
5
|
|
USE OF PROCEEDS
|
11
|
|
DESCRIPTION OF PREFERRED SHARES
|
12
|
|
SELLING SHAREHOLDER
|
16
|
|
U.S. FEDERAL INCOME TAX CONSEQUENCES
|
18
|
|
PLAN OF DISTRIBUTION
|
23
|
|
LEGAL MATTERS
|
26
|
|
EXPERTS
|
26
|
|
|
·
|
the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011;
|
|
|
·
|
the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012 and June 30, 2012;
|
|
|
·
|
the Company’s Current Reports on Form 8-K filed on January 26, 2012; February 2, 2012; February 10, 2012; April 20, 2012; May 25, 2012; June 14, 2012; July 19, 2012; August 2, 2012; August 3, 2012; and August 14, 2012; and
|
|
|
·
|
the Company’s Definitive Proxy Statement related to its 2012 Annual Meeting of Shareholders, as filed with the SEC on April 23, 2012.
|
|
Issuer
|
Guaranty Federal Bancshares, Inc.
|
|
Securities Offered; Offering Process
|
Up to 12,000 Preferred Shares of our Fixed Rate Cumulative Perpetual Preferred Stock, Series A, $0.01 par value per share. Treasury may offer to sell some or all of the Preferred Shares from time to time directly through underwriters, broker-dealers or agents and in one or more public or private transactions and at fixed prices, at prevailing market prices, at prices related to prevailing marketing prices or at negotiated prices. If these securities are sold through underwriters, broker-dealers or agents, Treasury will be responsible for underwriting discounts or commissions or agents’ commissions, if any.
|
|
Liquidation Preference
|
If we liquidate, dissolve or wind up (collectively, a “liquidation”), holders of the Preferred Shares will have the right to receive $1,000 per share, plus any accrued and unpaid dividends (including dividends accrued on any unpaid dividends) to, but not including, the date of payment, before any payments are made to holders of our common stock or any other capital stock that ranks, by its terms, junior as to the rights upon liquidation to the Preferred Shares.
|
|
Dividends
|
Dividends on the Preferred Shares are payable quarterly in arrears on each February 15, May 15, August 15 and November 15. The initial dividend rate is 5% per annum through February 14, 2014, and will increase to 9% per annum on and after February 15, 2014 if not otherwise redeemed earlier for cash by us.
|
|
Maturity
|
The Preferred Shares have no maturity date.
|
|
Rank
|
The Preferred Shares rank (i) senior to common stock or any other capital stock that ranks, by its terms, junior as to dividend rights and/or rights upon liquidation to the Preferred Shares (collectively, the “Junior Stock”), (ii) equally with any shares of our capital stock whose terms do not expressly provide that such class or series will rank senior or junior to the Preferred Shares as to dividend rights and/or rights upon liquidation (collectively, the “Parity Stock”) and (iii) junior to all of our existing and future indebtedness and any future senior securities, in each case as to dividend rights and/or rights upon liquidation.
|
|
Priority of Dividends
|
So long as any of the Preferred Shares remain outstanding, we may not declare or pay a dividend or other distribution on our common stock or any other shares of Junior Stock (other than dividends payable solely in common stock) or Parity Stock (other than dividends paid on a pro rata basis with the Preferred Shares), and we generally may not directly or indirectly purchase, redeem or otherwise acquire any shares of common stock, Junior Stock or Parity Stock unless all accrued and unpaid dividends on the Preferred Shares for all past dividend periods are paid in full.
|
|
Redemption
|
We may redeem the Preferred Shares, at any time, in whole or in part, at our option, subject to prior approval by the appropriate federal banking agency, for a redemption price equal to 100% of the liquidation preference amount per Preferred Share plus any accrued and unpaid dividends (including dividends accrued on any unpaid dividends) to but excluding the date of redemption. We have not applied for and have no present intention to redeem any of the Preferred Shares currently, but if we are able we have a goal of redeeming prior to the scheduled dividend rate increase on February 15, 2014. Our ability to do so will depend on then present facts and circumstances and the amount of capital we hold or can raise at the holding company level. In order for us to obtain approval from our applicable regulatory authorities to redeem the Preferred Shares, we would expect that such regulatory authorities would require us to satisfy our capital commitments to them, if any, after giving effect to the redemption of the Preferred Shares so approved.
|
|
Voting Rights
|
Holders of the Preferred Shares generally have no voting rights. However, if we do not pay dividends on the Preferred Shares for six or more quarterly periods, whether or not consecutive, the holders of the Preferred Shares, voting as a single class with the holders of any other Parity Stock upon which like voting rights have been conferred and are exercisable, will be entitled to vote for the election of two additional directors to serve on our board of directors until all accrued and unpaid dividends (including dividends accrued on any unpaid dividends) on the Preferred Shares are paid in full. There is no limit on the number of nominations and a plurality of eligible voters would determine the election of the two new directors.
In addition, the affirmative vote of the holders of at least 66-2/3% of the outstanding Preferred Shares is required for us to authorize, create or increase the authorized number of shares of our capital stock ranking, as to dividends or amounts payable upon liquidation, senior to the Preferred Shares, to amend, alter or repeal any provision of our charter or the Certificate of Designations for the Preferred Shares in a manner that adversely affects the rights of the holders of the Preferred Shares or to consummate a binding share exchange or reclassification of the Preferred Shares or a merger or consolidation of us with another entity unless (a) the Preferred Shares remain outstanding or are converted into or exchanged for preference shares of the surviving entity or its ultimate parent and (b) the Preferred Shares remain outstanding or such preference shares have such terms that are not materially less favorable, taken as a whole, than the rights of the Preferred Shares immediately prior to such transaction, taken as a whole.
|
|
Use of Proceeds
|
We will not receive any proceeds from the sale of any Preferred Shares sold by Treasury. See “Use of Proceeds.”
|
|
Listing
|
The Preferred Shares will not be listed for trading on any stock exchange nor will they be available for quotation on any national quotation system.
|
|
Risk Factors
|
See “Risk Factors” and other information included or incorporated by reference in this prospectus for a discussion of factors you should consider carefully before making a decision to invest in the Preferred Shares.
|
|
|
·
|
amend or alter our Restated Certificate of Incorporation or the Certificate of Designations for the Preferred Shares to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of our capital stock ranking senior to the Preferred Shares with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the Company; or
|
|
|
·
|
amend, alter or repeal our Restated Certificate of Incorporation or the Certificate of Designations for the Preferred Shares in a way that adversely affects the rights, preferences, privileges or voting powers of the Preferred Shares; or
|
|
|
·
|
consummate a binding share exchange or reclassification involving the Preferred Shares or a merger or consolidation of the Company with another entity, unless (i) the Preferred Shares remain outstanding or, in the case of a merger or consolidation in which the Company is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (ii) the Preferred Shares remaining outstanding or such preference securities, have such rights, preferences, privileges, voting powers, limitations and restrictions, taken as a whole, as are not materially less favorable than the rights, preferences, privileges, voting powers, limitations and restrictions of the Preferred Shares immediately prior to consummation of the transaction, taken as a whole;
|
|
Beneficial Ownership(1)(2)
|
||
|
Name and Address of Beneficial Owner
|
Number of
Preferred
Shares
Beneficially
Owned
|
Percent
|
|
United States Department of the Treasury
1500 Pennsylvania Avenue, N.W.
Washington, D.C. 20220
|
12,000 shares
|
100%
|
|
(1)
|
In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to be the beneficial owner, for purposes of this table, of any Preferred Shares over which such person has voting or investment power and of which such person has the right to acquire beneficial ownership within 60 days.
|
|
(2)
|
Treasury also owns a warrant to purchase 459,459 of the shares of our common stock.
|
|
|
·
|
the redemption is “substantially disproportionate” with respect to you within the meaning of Section 302(b)(2) of the Code;
|
|
|
·
|
your interest in the Preferred Shares and any other equity interest in us is completely terminated (within the meaning of Section 302(b)(3) of the Code) as a result of such redemption; or
|
|
|
·
|
the redemption is “not essentially equivalent to a dividend” (within the meaning of Section 302(b)(1) of the Code). In general, redemption proceeds are “not essentially equivalent to a dividend” if the redemption results in a “meaningful reduction” of your interest in the issuer.
|
|
|
·
|
on any national securities exchange or quotation service on which the Preferred Shares may be listed or quoted at the time;
|
|
|
·
|
in the over-the-counter market;
|
|
|
·
|
in transactions otherwise than on these exchanges or in the over-the-counter market or in any combination of such transactions;
|
|
|
·
|
through the writing of options, whether the options are listed on an options exchange or otherwise;
|
|
|
·
|
through ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
|
·
|
through block trades in which the broker-dealer will attempt to sell the Preferred Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
|
|
·
|
through purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
|
·
|
in privately negotiated transactions;
|
|
|
·
|
in short sales;
|
|
|
·
|
through transactions in which broker-dealers may agree with Treasury to sell a specified number of such shares at a stipulated price per share obtained in the open market or through auctions;
|
|
|
·
|
through a combination of any such methods of sale; and
|
|
|
·
|
any other method permitted pursuant to applicable law.
|
|
|
·
|
at fixed prices, which may be changed;
|
|
|
·
|
at market prices prevailing at the time of the sale;
|
|
|
·
|
at varying prices determined at the time of sale; or
|
|
|
·
|
at negotiated prices.
|
|
|
·
|
the name of the selling shareholder and any participating broker, dealer, agent or underwriter;
|
|
|
·
|
the number and type of securities involved;
|
|
|
·
|
the price at which such securities were sold;
|
|
|
·
|
any securities exchanges on which such securities may be listed;
|
|
|
·
|
the commissions paid or discounts or concessions allowed to any such broker, dealer, agent or underwriter where applicable; and
|
|
|
·
|
other facts material to the transaction.
|
|
Registration fee under the Securities Act
|
$ | 1,375.20 | ||
|
Legal fees and expenses*
|
$ | 80,000.00 | ||
|
Accounting fees and expenses*
|
$ | 55,000.00 | ||
|
Printing and other miscellaneous fees and expenses*
|
$ | 0.00 | ||
|
Total
|
$ | 136,375.20 | ||
|
*Estimated solely for the purpose of this Item. Actual expenses may be more or less.
|
||||
|
Exhibit
Number
|
Description of Document |
| 1.1 |
Form of Underwriting Agreement
|
|
3(i).1
|
Restated Certificate of Incorporation of the Registrant (1)
|
|
3(i).2
|
Certificate of Designations containing the terms of the Registrant’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A (2)
|
|
3(ii)
|
Bylaws, as amended, of the Registrant (3)
|
|
4.1
|
Form of Certificate for the Series A Preferred Stock (4)
|
|
4.2
|
Warrant to Purchase Common Stock (5)
|
| The Company hereby agrees to furnish the SEC upon request, copies of (i) the instruments defining the rights of the holders of each issue of its junior subordinated debentures and (ii) the repurchase agreements between the Company and Barclay’s Capital, Inc. dated September 2007 and January 2008. | |
|
5.1
|
Opinion of Husch Blackwell LLP (previously filed)
|
|
10.1
|
1994 Stock Option Plan *(7)
|
|
10.2
|
Recognition and Retention Plan *(8)
|
|
10.3
|
1998 Stock Option Plan *(9)
|
|
10.4
|
Restricted Stock Plan *(10)
|
|
10.5
|
Form of Change in Control Severance Agreement *(10)
|
|
10.6
|
2000 Stock Compensation Plan *(10)
|
|
10.7
|
2001 Stock Compensation Plan *(10)
|
|
10.8
|
2003 Stock Option Agreement *(11)
|
|
10.9
|
Employment Agreement effective as of March 9, 2004 by and between the Bank and Shaun A. Burke *(12)
|
|
10.10
|
2004 Stock Option Agreement dated March 9, 2004 between the Company and Shaun A. Burke *(13)
|
|
10.11
|
2004 Stock Option Plan *(14)
|
|
10.12
|
Form of Incentive Stock Option Agreement under the 2004 Stock Option Plan *(18)
|
|
10.13
|
Form of Non-Incentive Stock Option Agreement under the 2004 Stock Option Plan *(19)
|
|
10.14
|
Form of Incentive Stock Option Agreement under the 1994 Stock Option Plan *(15)
|
|
10.15
|
Form of Non-Incentive Stock Option Agreement under the 1994 Stock Option Plan *(16)
|
|
10.16
|
Incentive Stock Option Agreement dated March 17, 2005 between the Company and Shaun A. Burke (issued pursuant to the 2001 Stock Option Plan) *(17)
|
|
10.19
|
Written Description of Compensatory Arrangement with Chief Operating Officer and Chief Financial Officer *(20)
|
|
10.20
|
Written Description of 2007 Executive Incentive Compensation Annual Plan-President and Chief Executive Officer *(21)
|
|
10.21
|
Written Description of 2008 Executive Incentive Compensation Annual Plan-President and Chief Executive Officer *(22)
|
|
10.22
|
Written Description of 2008 Executive Incentive Compensation Annual Plan-Chief Financial Officer *(23)
|
|
10.23
|
Letter Agreement dated January 30, 2009, including Securities Purchase Agreement – standard terms incorporated by reference therein, between the Company and the United States Department of the Treasury, with respect to the issuance and sale of Series A Preferred Stock and the Warrant (24)
|
|
10.24
|
Amendment and Waiver Regarding Compensation Arrangements dated January 28, 2009 by and among the Bank, the Company and its Senior Executive Officers* (25)
|
|
10.25
|
Written Description of 2009 Executive Incentive Compensation Annual Plan-President and Chief Executive Officer *(26)
|
|
10.26
|
Written Description of 2009 Executive Incentive Compensation Annual Plan-Chief Financial Officer and Chief Operating Officer *(27)
|
|
10.27
|
Written Description of 2009 Executive Incentive Compensation Annual Plan-Chief Lending Officer *(28)
|
|
10.28
|
Written Description of 2010 Executive Incentive Compensation Annual Plans-Chief Financial, Chief Lending and Chief Credit Officers (29)
|
|
10.29
|
Written Description of 2010 Executive Incentive Compensation Annual Plans-Chief Operating Officer (30)
|
|
10.30
|
Guaranty Federal Bancshares, Inc. 2010 Equity Plan *(31)
|
|
10.31
|
Written Description of 2011 Executive Incentive Compensation Annual Plans-Chief Executive, Chief Financial, Chief Operating, Chief Lending and Chief Credit Officers *(32)
|
|
10.32
|
Written Description of 2012 Executive Incentive Compensation Annual Plan – President and Chief Executive Officer *(33)
|
|
10.33
|
Written Description of 2012 Executive Incentive Compensation Annual Plan – Chief Financial Officer *(34)
|
|
10.34
|
Written Description of 2012 Executive Incentive Compensation Annual Plan – Chief Operating Officer *(35)
|
|
10.35
|
Written Description of 2012 Executive Incentive Compensation Annual Plan – Chief Lending Officer *(36)
|
|
10.36
|
Written Description of 2012 Executive Incentive Compensation Annual Plan – Chief Credit Officer *(37)
|
|
10.37
|
Form of restricted stock award agreement – President and Chief Executive Officer (38)
|
|
10.38
|
Form of restricted stock award agreement – Executive Officers (39)
|
| 10.39 |
Letter Agreement dated June 13, 2012 between the Registrant and the United States Department of the Treasury (6)
|
|
11
|
Computation of per share earnings (40)
|
|
13
|
Annual Report to Stockholders for the fiscal period ended December 31, 2011 (only those portions incorporated by reference in the Form 10-K document are deemed “filed”) (41)
|
|
21
|
List of Subsidiaries
|
|
23.1
|
Consent of BKD, LLP
|
|
23.2
|
Consent of Husch Blackwell LLP (contained in its opinion filed as Exhibit 5.1)
|
|
24.1
|
Power of attorney (contained in the signature page of the registration statement)
|
|
(1)
|
Filed as Exhibit 3(i) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 1998 (SEC File No. 0-23325) and incorporated herein by reference.
|
|
(2)
|
Filed as Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on February 3, 2009 and incorporated herein by reference.
|
|
(3)
|
Filed as Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on December 3, 2007 and incorporated herein by reference.
|
|
(4)
|
Filed as Exhibit 4.1 to the Current Report on Form 8-K filed by the Registrant on February 3, 2009 and incorporated herein by reference.
|
|
(5)
|
Filed as Exhibit 4.2 to the Current Report on Form 8-K filed by the Registrant on February 3, 2009 and incorporated herein by reference.
|
|
(6)
|
Filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on June 14, 2012 and incorporated herein by reference.
|
|
(7)
|
Filed as Exhibit 10.1 of the Registration Statement on Form S-1 filed by the Registrant on September 23, 1997 (SEC File No. 333-36141) and incorporated herein by reference.
|
|
(8)
|
Filed as Exhibit 10.2 of the Registration Statement on Form S-1 filed by the Registrant on September 23, 1997 (SEC File No. 333-36141) and incorporated herein by reference.
|
|
(9)
|
Filed as Exhibit 4 to the Form S-8 Registration Statement filed by the Registrant on March 6, 2002 (SEC File No. 333-83822) and incorporated herein by reference.
|
|
(10)
|
Filed as an exhibit to the Annual Report on Form 10-K for the fiscal year ended June 30, 2001 (SEC File No. 0-23325) and incorporated herein by reference.
|
|
(11)
|
Filed as Exhibit 10.8 to the Annual Report on Form 10-K for the transition period ended December 31, 2003 filed by the Registrant on March 30, 2004 (SEC File No. 0-23325) and incorporated herein by reference.
|
|
(12)
|
Filed as Exhibit 10.9 to the Current Report on Form 8-K filed by the Registrant on January 24, 2005 (SEC File No. 0-23325) and incorporated herein by reference.
|
|
(13)
|
Filed as Exhibit 10.10 to the Current Report on Form 8-K filed by the Registrant on January 24, 2005 (SEC File No. 0-23325) and incorporated herein by reference.
|
|
(14)
|
Filed as Appendix A to the proxy statement for the annual meeting of stockholders held on May 19, 2004 (SEC File No. 0-23325) and incorporated herein by reference.
|
|
(15)
|
Filed as Exhibit 4.2 to the Form S-8 Registration Statement filed by the Registrant on March 3, 1998 (SEC File No. 333-47241) and incorporated herein by reference.
|
|
(16)
|
Filed as Exhibit 4.3 to the Form S-8 Registration Statement filed by the Registrant on March 3, 1998 (SEC File No. 333-47241) and incorporated herein by reference.
|
|
(17)
|
Filed as Exhibit 10.16 to the Current Report on Form 8-K filed by the Registrant on March 22, 2005 (SEC File No. 0-23325) and incorporated herein by reference.
|
|
(18)
|
Filed as Exhibit 10.12 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed by the Registrant on March 30, 2005 and incorporated herein by reference.
|
|
(19)
|
Filed as Exhibit 10.13 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed by the Registrant on March 30, 2005 and incorporated herein by reference.
|
|
(20)
|
Filed as Exhibit 10.19 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed by the Registrant on March 31, 2006 and incorporated herein by reference.
|
|
(21)
|
Filed as Exhibit 10.20 to the Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2007 filed by the Registrant on November 14, 2007 and incorporated herein by reference.
|
|
(22)
|
Filed as Exhibit 10.21 to the Current Report on Form 8-K filed by the Registrant on December 29, 2007 and incorporated herein by reference.
|
|
(23)
|
Filed as Exhibit 10.22 to the Current Report on Form 8-K filed by the Registrant on December 29, 2007 and incorporated herein by reference.
|
|
(24)
|
Filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on February 3, 2009 and incorporated herein by reference.
|
|
(25)
|
Filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Registrant on February 3, 2009 and incorporated herein by reference.
|
|
(26)
|
Filed as Exhibit 10.23 to the Current Report on Form 8-K filed by the Registrant on February 9, 2009 and incorporated herein by reference.
|
|
(27)
|
Filed as Exhibit 10.24 to the Current Report on Form 8-K filed by the Registrant on February 9, 2009 and incorporated herein by reference.
|
|
(28)
|
Filed as Exhibit 10.25 to the Current Report on Form 8-K filed by the Registrant on February 9, 2009 and incorporated herein by reference.
|
|
(29)
|
Filed as Exhibits 10.1 through 10.3 to the Current Report on Form 8-K filed by the Registrant on February 2, 2010 and incorporated herein by reference.
|
|
(30)
|
Filed as Exhibit 10.4 to the Current Report on Form 8-K filed by the Registrant on April 26, 2010 and incorporated herein by reference.
|
|
(31)
|
Filed as Exhibit 99.1 to the Form S-8 Registration Statement filed by the Registrant on October 29, 2010 (SEC File No. 333-170205) and incorporated herein by reference.
|
|
(32)
|
Filed as Exhibits 10.1 through 10.5 to the Current Report on Form 8-K filed by the Registrant on February 28, 2011 and incorporated herein by reference.
|
|
(33)
|
Filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on February 2, 2012 and incorporated herein by reference.
|
|
(34)
|
Filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Registrant on February 2, 2012 and incorporated herein by reference.
|
|
(35)
|
Filed as Exhibit 10.3 to the Current Report on Form 8-K filed by the Registrant on February 2, 2012 and incorporated herein by reference.
|
|
(36)
|
Filed as Exhibit 10.4 to the Current Report on Form 8-K filed by the Registrant on February 2, 2012 and incorporated herein by reference.
|
|
(37)
|
Filed as Exhibit 10.5 to the Current Report on Form 8-K filed by the Registrant on February 2, 2012 and incorporated herein by reference.
|
|
(38)
|
Filed as Exhibit 10.6 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed by the Registrant on May 14, 2012 and incorporated herein by reference.
|
|
(39)
|
Filed as Exhibit 10.7 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed by the Registrant on May 14, 2012 and incorporated herein by reference.
|
|
(40)
|
Filed as Exhibit 11 to the Annual Report on 10-K for the year ended December 31, 2011 filed by the Registrant on March 30, 2012 and incorporated herein by reference.
|
|
(41)
|
Filed as Exhibit 13 to the Annual Report on 10-K for the year ended December 31, 2011 filed by the Registrant on March 30, 2012 and incorporated herein by reference.
|
|
GUARANTY FEDERAL BANCSHARES, INC.
|
|||
|
By:
|
/s/ Shaun A. Burke | ||
|
President and Chief Executive Officer
|
|||
|
(Duly Authorized Representative)
|
|||
|
/s/ Shaun A. Burke
|
*
|
|||
|
Shaun A. Burke
|
Tim Rosenbury
|
|||
|
President and Chief Executive Officer and Director
|
Director
|
|||
|
(Principal Executive Officer)
|
||||
|
Date: August 21, 2012
|
Date: August 21, 2012 |
|
/s/ Carter M. Peters
|
*
|
|||
|
Carter M. Peters
|
James R. Batten
|
|||
|
EVP and Chief Financial Officer
|
Director
|
|||
|
(Principal Accounting and Financial Officer)
|
||||
|
Date: August 21, 2012
|
Date: August 21, 2012
|
|
*
|
*
|
|||
|
John F. Griesemer
|
Don M. Gibson
|
|||
|
Director
|
Chairman of the Board and Director | |||
|
Date: August 21, 2012
|
Date: August 21, 2012
|
|
*
|
*
|
|||
|
Gregory V. Ostergren
|
James L. Sivils, III
|
|||
|
Director
|
Director
|
|||
|
Date: August 21, 2012
|
Date: August 21, 2012 |
|
*
|
*
|
|||
|
Kurt D. Hellweg
|
Jack L. Barham
|
|||
|
Director
|
Director
|
|||
|
Date: August 21, 2012
|
Date: August 21, 2012
|
|
/s/ Shaun A. Burke
|
|
|||
|
Shaun A. Burke
|
||||
|
President and Chief Executive Officer and Director
|
||||
|
(Principal Executive Officer)
|
||||
|
Date: August 21, 2012
|
|
Exhibit
Number
|
Description of Document |
| 1.1 |
Form of Underwriting Agreement
|
|
3(i).1
|
Restated Certificate of Incorporation of the Registrant (1)
|
|
3(i).2
|
Certificate of Designations containing the terms of the Registrant’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A (2)
|
|
3(ii)
|
Bylaws, as amended, of the Registrant (3)
|
|
4.1
|
Form of Certificate for the Series A Preferred Stock (4)
|
|
4.2
|
Warrant to Purchase Common Stock (5)
|
| The Company hereby agrees to furnish the SEC upon request, copies of (i) the instruments defining the rights of the holders of each issue of its junior subordinated debentures and (ii) the repurchase agreements between the Company and Barclay’s Capital, Inc. dated September 2007 and January 2008. | |
|
5.1
|
Opinion of Husch Blackwell LLP (previously filed)
|
|
10.1
|
1994 Stock Option Plan *(7)
|
|
10.2
|
Recognition and Retention Plan *(8)
|
|
10.3
|
1998 Stock Option Plan *(9)
|
|
10.4
|
Restricted Stock Plan *(10)
|
|
10.5
|
Form of Change in Control Severance Agreement *(10)
|
|
10.6
|
2000 Stock Compensation Plan *(10)
|
|
10.7
|
2001 Stock Compensation Plan *(10)
|
|
10.8
|
2003 Stock Option Agreement *(11)
|
|
10.9
|
Employment Agreement effective as of March 9, 2004 by and between the Bank and Shaun A. Burke *(12)
|
|
10.10
|
2004 Stock Option Agreement dated March 9, 2004 between the Company and Shaun A. Burke *(13)
|
|
10.11
|
2004 Stock Option Plan *(14)
|
|
10.12
|
Form of Incentive Stock Option Agreement under the 2004 Stock Option Plan *(18)
|
|
10.13
|
Form of Non-Incentive Stock Option Agreement under the 2004 Stock Option Plan *(19)
|
|
10.14
|
Form of Incentive Stock Option Agreement under the 1994 Stock Option Plan *(15)
|
|
10.15
|
Form of Non-Incentive Stock Option Agreement under the 1994 Stock Option Plan *(16)
|
|
10.16
|
Incentive Stock Option Agreement dated March 17, 2005 between the Company and Shaun A. Burke (issued pursuant to the 2001 Stock Option Plan) *(17)
|
|
10.19
|
Written Description of Compensatory Arrangement with Chief Operating Officer and Chief Financial Officer *(20)
|
|
10.20
|
Written Description of 2007 Executive Incentive Compensation Annual Plan-President and Chief Executive Officer *(21)
|
|
10.21
|
Written Description of 2008 Executive Incentive Compensation Annual Plan-President and Chief Executive Officer *(22)
|
|
10.22
|
Written Description of 2008 Executive Incentive Compensation Annual Plan-Chief Financial Officer *(23)
|
|
10.23
|
Letter Agreement dated January 30, 2009, including Securities Purchase Agreement – standard terms incorporated by reference therein, between the Company and the United States Department of the Treasury, with respect to the issuance and sale of Series A Preferred Stock and the Warrant (24)
|
|
10.24
|
Amendment and Waiver Regarding Compensation Arrangements dated January 28, 2009 by and among the Bank, the Company and its Senior Executive Officers* (25)
|
|
10.25
|
Written Description of 2009 Executive Incentive Compensation Annual Plan-President and Chief Executive Officer *(26)
|
|
10.26
|
Written Description of 2009 Executive Incentive Compensation Annual Plan-Chief Financial Officer and Chief Operating Officer *(27)
|
|
10.27
|
Written Description of 2009 Executive Incentive Compensation Annual Plan-Chief Lending Officer *(28)
|
|
10.28
|
Written Description of 2010 Executive Incentive Compensation Annual Plans-Chief Financial, Chief Lending and Chief Credit Officers (29)
|
|
10.29
|
Written Description of 2010 Executive Incentive Compensation Annual Plans-Chief Operating Officer (30)
|
|
10.30
|
Guaranty Federal Bancshares, Inc. 2010 Equity Plan *(31)
|
|
10.31
|
Written Description of 2011 Executive Incentive Compensation Annual Plans-Chief Executive, Chief Financial, Chief Operating, Chief Lending and Chief Credit Officers *(32)
|
|
10.32
|
Written Description of 2012 Executive Incentive Compensation Annual Plan – President and Chief Executive Officer *(33)
|
|
10.33
|
Written Description of 2012 Executive Incentive Compensation Annual Plan – Chief Financial Officer *(34)
|
|
10.34
|
Written Description of 2012 Executive Incentive Compensation Annual Plan – Chief Operating Officer *(35)
|
|
10.35
|
Written Description of 2012 Executive Incentive Compensation Annual Plan – Chief Lending Officer *(36)
|
|
10.36
|
Written Description of 2012 Executive Incentive Compensation Annual Plan – Chief Credit Officer *(37)
|
|
10.37
|
Form of restricted stock award agreement – President and Chief Executive Officer (38)
|
|
10.38
|
Form of restricted stock award agreement – Executive Officers (39)
|
| 10.39 |
Letter Agreement dated June 13, 2012 between the Registrant and the United States Department of the Treasury (6)
|
|
11
|
Computation of per share earnings (40)
|
|
13
|
Annual Report to Stockholders for the fiscal period ended December 31, 2011 (only those portions incorporated by reference in the Form 10-K document are deemed “filed”) (41)
|
|
21
|
List of Subsidiaries
|
|
23.1
|
Consent of BKD, LLP
|
|
23.2
|
Consent of Husch Blackwell LLP (contained in its opinion filed as Exhibit 5.1)
|
|
24.1
|
Power of attorney (contained in the signature page of the registration statement)
|
|
(1)
|
Filed as Exhibit 3(i) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 1998 (SEC File No. 0-23325) and incorporated herein by reference.
|
|
(2)
|
Filed as Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on February 3, 2009 and incorporated herein by reference.
|
|
(3)
|
Filed as Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on December 3, 2007 and incorporated herein by reference.
|
|
(4)
|
Filed as Exhibit 4.1 to the Current Report on Form 8-K filed by the Registrant on February 3, 2009 and incorporated herein by reference.
|
|
(5)
|
Filed as Exhibit 4.2 to the Current Report on Form 8-K filed by the Registrant on February 3, 2009 and incorporated herein by reference.
|
|
(6)
|
Filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on June 14, 2012 and incorporated herein by reference.
|
|
(7)
|
Filed as Exhibit 10.1 of the Registration Statement on Form S-1 filed by the Registrant on September 23, 1997 (SEC File No. 333-36141) and incorporated herein by reference.
|
|
(8)
|
Filed as Exhibit 10.2 of the Registration Statement on Form S-1 filed by the Registrant on September 23, 1997 (SEC File No. 333-36141) and incorporated herein by reference.
|
|
(9)
|
Filed as Exhibit 4 to the Form S-8 Registration Statement filed by the Registrant on March 6, 2002 (SEC File No. 333-83822) and incorporated herein by reference.
|
|
(10)
|
Filed as an exhibit to the Annual Report on Form 10-K for the fiscal year ended June 30, 2001 (SEC File No. 0-23325) and incorporated herein by reference.
|
|
(11)
|
Filed as Exhibit 10.8 to the Annual Report on Form 10-K for the transition period ended December 31, 2003 filed by the Registrant on March 30, 2004 (SEC File No. 0-23325) and incorporated herein by reference.
|
|
(12)
|
Filed as Exhibit 10.9 to the Current Report on Form 8-K filed by the Registrant on January 24, 2005 (SEC File No. 0-23325) and incorporated herein by reference.
|
|
(13)
|
Filed as Exhibit 10.10 to the Current Report on Form 8-K filed by the Registrant on January 24, 2005 (SEC File No. 0-23325) and incorporated herein by reference.
|
|
(14)
|
Filed as Appendix A to the proxy statement for the annual meeting of stockholders held on May 19, 2004 (SEC File No. 0-23325) and incorporated herein by reference.
|
|
(15)
|
Filed as Exhibit 4.2 to the Form S-8 Registration Statement filed by the Registrant on March 3, 1998 (SEC File No. 333-47241) and incorporated herein by reference.
|
|
(16)
|
Filed as Exhibit 4.3 to the Form S-8 Registration Statement filed by the Registrant on March 3, 1998 (SEC File No. 333-47241) and incorporated herein by reference.
|
|
(17)
|
Filed as Exhibit 10.16 to the Current Report on Form 8-K filed by the Registrant on March 22, 2005 (SEC File No. 0-23325) and incorporated herein by reference.
|
|
(18)
|
Filed as Exhibit 10.12 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed by the Registrant on March 30, 2005 and incorporated herein by reference.
|
|
(19)
|
Filed as Exhibit 10.13 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed by the Registrant on March 30, 2005 and incorporated herein by reference.
|
|
(20)
|
Filed as Exhibit 10.19 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed by the Registrant on March 31, 2006 and incorporated herein by reference.
|
|
(21)
|
Filed as Exhibit 10.20 to the Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2007 filed by the Registrant on November 14, 2007 and incorporated herein by reference.
|
|
(22)
|
Filed as Exhibit 10.21 to the Current Report on Form 8-K filed by the Registrant on December 29, 2007 and incorporated herein by reference.
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(23)
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Filed as Exhibit 10.22 to the Current Report on Form 8-K filed by the Registrant on December 29, 2007 and incorporated herein by reference.
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(24)
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Filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on February 3, 2009 and incorporated herein by reference.
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(25)
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Filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Registrant on February 3, 2009 and incorporated herein by reference.
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(26)
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Filed as Exhibit 10.23 to the Current Report on Form 8-K filed by the Registrant on February 9, 2009 and incorporated herein by reference.
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(27)
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Filed as Exhibit 10.24 to the Current Report on Form 8-K filed by the Registrant on February 9, 2009 and incorporated herein by reference.
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(28)
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Filed as Exhibit 10.25 to the Current Report on Form 8-K filed by the Registrant on February 9, 2009 and incorporated herein by reference.
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(29)
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Filed as Exhibits 10.1 through 10.3 to the Current Report on Form 8-K filed by the Registrant on February 2, 2010 and incorporated herein by reference.
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(30)
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Filed as Exhibit 10.4 to the Current Report on Form 8-K filed by the Registrant on April 26, 2010 and incorporated herein by reference.
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(31)
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Filed as Exhibit 99.1 to the Form S-8 Registration Statement filed by the Registrant on October 29, 2010 (SEC File No. 333-170205) and incorporated herein by reference.
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(32)
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Filed as Exhibits 10.1 through 10.5 to the Current Report on Form 8-K filed by the Registrant on February 28, 2011 and incorporated herein by reference.
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(33)
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Filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on February 2, 2012 and incorporated herein by reference.
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(34)
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Filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Registrant on February 2, 2012 and incorporated herein by reference.
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(35)
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Filed as Exhibit 10.3 to the Current Report on Form 8-K filed by the Registrant on February 2, 2012 and incorporated herein by reference.
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(36)
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Filed as Exhibit 10.4 to the Current Report on Form 8-K filed by the Registrant on February 2, 2012 and incorporated herein by reference.
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(37)
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Filed as Exhibit 10.5 to the Current Report on Form 8-K filed by the Registrant on February 2, 2012 and incorporated herein by reference.
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(38)
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Filed as Exhibit 10.6 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed by the Registrant on May 14, 2012 and incorporated herein by reference.
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(39)
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Filed as Exhibit 10.7 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed by the Registrant on May 14, 2012 and incorporated herein by reference.
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(40)
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Filed as Exhibit 11 to the Annual Report on 10-K for the year ended December 31, 2011 filed by the Registrant on March 30, 2012 and incorporated herein by reference.
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(41)
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Filed as Exhibit 13 to the Annual Report on 10-K for the year ended December 31, 2011 filed by the Registrant on March 30, 2012 and incorporated herein by reference.
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