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): March 22, 2007
AMB Financial Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-23182 35-1905382
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(State or other jurisdiction) (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
Address of principal executive offices: 8230 Hohman Avenue, Munster, IN 46321
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Registrant's telephone number, including area code: (219) 836-5870
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Not Applicable
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(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] 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
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On March 22, 2007, AMB Financial Corp. (the "Company") completed a sale of
an aggregate amount of $3,000,000 in trust preferred securities, liquidation
amount $1,000 per security (the "Preferred Securities"), through a newly formed
Delaware statutory trust subsidiary, AMB Financial Trust II (the "Trust II").
In connection with the issuance of the Preferred Securities, on March 22,
2007, the Company entered into an Indenture (the "Indenture") by and between the
Company and Wilmington Trust Company, as trustee, and an Amended and Restated
Declaration of Trust (the "Trust Agreement") among the Company, as Sponsor,
Wilmington Trust Company, as Delaware and Institutional Trustee, and the
administrative trustees of the Trust II. The information provided in Item 2.03
is incorporated by reference herein.
Item 2.02 Creation of a Direct Financial Obligation or an Obligation Under and
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Off-Balance Sheet Arrangement of a Registrant
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On March 22, 2007, Trust II completed the sale of $3,000,000 of 6.55%
preferred securities. Trust II also issued common securities to the Company and
used the net proceeds from the offering to purchase $3,093,000 in principal
amount of 6.55% junior subordinated debentures of the Company due June 15, 2037.
The preferred securities accrue and pay distributions quarterly at an annual
rate of 6.55% of the staed liquidation amount of $1,000 per preferred security.
The 6.55% coupon will adjust in March 2012 to a variable rate per annum that
will be reset quarterly equal to three months LIBOR plus 1.65%. The Company has
fully and unconditionally guaranteed all of the obligations of Trust II under
the preferred securities. The guarantee covers the quarterly distributions and
payments on liquidation or redemption of the preferred securities. The preferred
securities are mandatorily redeemable upon the maturity of the junior
subordinated debentures or upon earlier redemption of the junior subordinated
debentures. The Company has the right to redeem the junior subordinated
debentures, in whole or inpart, on or after March 2012. The maturity date of the
preferred securities may be accelerated, after expiration of the applicable cure
periods, if the Company is adjudged bankrupt or fails to make interest payments
on the junior subordinated notes for 20 or more consecutive quarters.
Item 3.02 Unregistered Sale of Equity Securities
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Reference is made to Item 2.03 above which is incorporated by reference
herein.
The offer and sale of the 5.66% preferred securities by Trust II was exempt
from registration under the Securities Act of 1933 (the "Act") as a private
offering under Section 4(2) of the Act.
Item 9.01. Financial Statements and Exhibits.
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(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Not Applicable.
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.
AMB FINANCIAL CORPORATION
DATE: March 27, 2007 By: /s/ Michael Mellon
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Michael Mellon
Executive Vice President