UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2005
NSB HOLDINGS, INC.
(Exact name of registrant as specified in charter)
Georgia | | 000-51112 | | 20-2118147 |
(State or other
jurisdiction of
incorporation) | | (Commission File
Number) | | (I.R.S. Employer
Identification No.) |
| | | | |
4077 Forsyth Road, Macon, Georgia | | 31210 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 478-745-7720
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On April 28, 2005, NSB Holdings, Inc. (the “Registrant”) completed a trust preferred securities financing in the amount of $10 million. See Item 2.03 below. In connection with the financing, the Registrant entered into an Indenture, a Guarantee Agreement and an Amended and Restated Declaration of Trust filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Report and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On April 28, 2005, the Registrant completed a trust preferred securities financing in the amount of $10 million. In the transaction, the Registrant established New Southern Statutory Trust I, a Delaware statutory trust (the “Trust”). The Trust issued and sold $10 million of Floating Rate Preferred Securities (the “Preferred Securities”) in a private placement and issued $310,000 of Trust common securities (the “Common Securities”) to the Registrant. The Trust used the proceeds of these issuances to purchase $10,310,000 of the Registrant’s Floating Rate Junior Subordinated Notes due June 15, 2035 (the “Notes”). The Notes and the Preferred Securities will bear interest at the three-month LIBOR rate plus 2.05%, adjusted quarterly. The Notes are the sole assets of the Trust and are subordinate to the Registrant’s senior obligations. Concurrently with the issuance of the Notes and the Preferred Securities, the Registrant issued a guarantee related to the trust securities for the benefit of the holders.
The Notes may be redeemed after five years, and sooner in certain specific events, including in the event that the financing is not eligible for treatment as Tier 1 capital, subject to prior approval by the Federal Reserve Board, if then required. Interest on the Notes may be deferred at any time or from time to time for a period not exceeding 20 consecutive quarterly payments (five years), provided there is no event of default and the deferral does not extend beyond June 15, 2035.
Item 9.01 Financial Statements and Exhibits
Exhibit 4.1 - Indenture between the Registrant and Wilmington Trust Company (the Trustee”), dated as of April 28, 2005.
Exhibit 4.2 - Guarantee Agreement between the Registrant and the Trustee, dated as of April 28, 2005.
Exhibit 4.3 - Amended and Restated Declaration of Trust among the Registrant, the Trustee and certain Administrative Trustees, dated as of April 28, 2005.
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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 hereunto duly authorized.
| NSB HOLDINGS, INC. |
| |
| |
| By: | /s/ Mark A. Stevens | |
| | | Mark A. Stevens |
| | | President and Chief Executive Officer |
| | | |
| | | |
| Date: | May 4, 2005 |
| | | | |
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EXHIBIT INDEX
Exhibit Number | | |
| | |
4.1 - | | Indenture between the Registrant and Wilmington Trust Company (the Trustee”), dated as of April 28, 2005. |
| | |
4.2 - | | Guarantee Agreement between the Registrant and the Trustee, dated as of April 28, 2005. |
| | |
4.3 - | | Amended and Restated Declaration of Trust among the Registrant, the Trustee and certain Administrative Trustees, dated as of April 28, 2005. |
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