Commonwealth Bankshares Capital Trust I Inactive
Filed: 14 Nov 02, 12:00am
FORM 10-QSB
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
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For the quarterly period ended September 30, 2002 | ||
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Commission file number 333-63314-01 | ||
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COMMONWEALTH BANKSHARES CAPITAL TRUST I | ||
(Exact name of registrant as specified in its charter) | ||
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Delaware |
| 51-6519143 |
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(State or Other Jurisdiction of Incorporation or Organization) |
| (I.R.S. Employer Identification No.) |
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403 Boush Street |
| 23510 |
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(Address of principal executive offices) |
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(757) 446-6900 | ||
Issuer’s telephone number | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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As of November 13, 2002 the Registrant had 45,063 shares of its Common Securities outstanding.
*This Form 10-QSB also covers 1,457,000 shares of the Registrant’s 8% Convertible Preferred Securities, which were registered under the Securities Act of 1933, as amended, pursuant to a registration statement declared effective on July 23, 2001.
PART I.
FINANCIAL INFORMATION
ITEM 1. | FINANCIAL STATEMENTS. (SEE NOTE BELOW) |
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ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
Commonwealth Bankshares Capital Trust I (the “Trust”) is a statutory business trust formed under the Delaware Business Trust Act, as amended, pursuant to a trust agreement, as amended by an amended and restated declaration of trust and a first amendment to the amended and restated declaration of trust (the “Declaration”), and the filing of a certificate of trust with the Delaware Secretary of State on November 15, 2000. The Trust exists for the exclusive purposes of (i) issuing and selling trust securities consisting of 8% Convertible Preferred Securities (the “Preferred Securities”) and common securities (the “Common Securities,” and together with the Preferred Securities, the “Trust Securities”), representing undivided beneficial ownership interests in the assets of the Trust, (ii) investing the proceeds from such issuance in Junior Subordinated Debt Securities (the “Junior Subordinated Debt Securities”) of Commonwealth Bankshares, Inc., a Virginia corporation (the “Corporation”), and (iii) engaging in only those other activities necessary, advisable or incidental thereto. The Trust’s sole assets are the Junior Subordinated Debt Securities, and payments under the Junior Subordinated Debt Securities are the sole revenues of the Trust. Ownership of the Trust is evidenced by $225,315 aggregate liquidation amount of Common Securities, all of which are held by the Corporation, and by $7,285,000 aggregate liquidation amount of Preferred Securities. The Trust makes distributions on the Trust Securities to the extent it receives distributions from the Corporation on the Junior Subordinated Debt Securities. Distributions on the Trust Securities are guaranteed by the Corporation, but only to the extent that the Trust has available funds to pay such distributions.
On July 27, 2001 and August 9, 2001, the Trust invested the proceeds from the sale and issuance of the Trust Securities in the Junior Subordinated Debt Securities. The Trust’s ability to pay distributions to the holders of the Preferred Securities is dependent on its receipt of distributions on the Junior Subordinated Debt Securities from the Corporation. Therefore, upon the receipt by the Trust of payments from the Corporation, the Trust will pass through such payments to the holders of the Preferred Securities.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. (SEE NOTE BELOW)
NOTE: Because the Trust is a special purpose financing entity with no separate business operations and the only assets of the Trust are the Junior Subordinated Debt Securities, the Trust does not believe that financial statements for the Trust are meaningful. Accordingly, financial statements and related financial information have not been included in this Form 10-QSB. For further information concerning the Corporation, including financial statements and other financial information, see the Corporation’s Annual Report on Form 10-KSB for the year ended December 31, 2001, and the Corporation’s Quarterly Report on Form 10-QSB for the quarters ended, March 31, 2002, June 30, 2002, and September 30, 2002 as filed with the Securities and Exchange Commission, copies of which may be obtained from the Corporate Secretary of the Corporation at 403 Boush Street, Norfolk, Virginia 23510.
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PART II. OTHER INFORMATION
The management of the Company including Mr. E. J. Woodard, Jr. as Administrative Trustee and Mr. John H. Gayle as Administrative Trustee have evaluated the Company’s disclosure controls and procedures. Under rules promulgated by the SEC, disclosure controls and procedures are defined as those “controls or other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.” Based on the evaluation of the Company’s disclosure controls and procedures, it was determined that such controls and procedures were effective as of November 13, 2002, the date of the conclusion evaluation.
Further, there were no significant changes in the internal controls or in other factors that could significantly affect these controls after November 11, 2002, the date of the conclusion of the evaluation of disclosure controls and procedures.
ITEM 1. | LEGAL PROCEEDINGS. | |
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| None | |
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ITEM 2. | CHANGES IN SECURITIES AND USE OF PROCEEDS. | |
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| None | |
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ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. | |
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| None | |
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ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. | |
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| None | |
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ITEM 5. | OTHER INFORMATION. | |
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| None | |
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ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K. | |
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| (a) | Exhibits |
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| Exhibit 99.1 |
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| Exhibit 99.2 |
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| Filed herein |
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| (b) | Reports on Form 8-K |
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| Filed herein |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| COMMONWEALTH BANKSHARES CAPITAL TRUST I | |
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| (Registrant) | |
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Date: | November 13, 2002 |
| /s/ E. J. WOODARD, JR. | |
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| E. J. Woodard, Jr. CLBB, Administrative Trustee | ||
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Date: | November 13, 2002 |
| /s/ JOHN H. GAYLE | |
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| John H. Gayle, Administrative Trustee | ||
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