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): October 3, 2005
James Monroe Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Virginia 000-32641 54-1941875
(State or other jurisdiction Commission File Number (I.R.S. Employer
of incorporation) Identification No.)
3033 Wilson Boulevard, Arlington, Virginia 22201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 703.524.8100
Check the appropriate box below if the Form 8-K 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
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
ITEM 7.01 REGULATION FD DISCLOSURE
On October 3, 2005, James Monroe Bancorp, Inc. (the "Company"), the
parent company of James Monroe Bank, Arlington, Virginia, completed a private
placement of an aggregate of $8 million of trust preferred securities through
James Monroe Statutory Trust III, a newly formed trust subsidiary organized
under Connecticut law (the "Trust").
The proceeds from the sale of the trust preferred securities, along
with the proceeds of the sale of the common securities of the Trust, all of
which are owned by the Company (the trust preferred and common securities
collectively the "Trust Securities") were used by the Trust to purchase from the
Company an aggregate of $8,248,000 of junior subordinated deferrable interest
debentures (the "Debentures"). The Debentures have been issued pursuant to an
Indenture dated as of October 3, 2005 between the Company and U.S. Bank National
Association as trustee, mature on December 15, 2035, and are redeemable at par,
at the Company's option, at any time on or after December 15, 2010, subject to
regulatory approval. The Debentures may be redeemed prior to December 15, 2010
at a premium ranging up to 103.525% of the principal amount thereof, upon the
occurrence of certain regulatory or legal events. The Debentures bear interest
on a quarterly basis, at a 6.253% fixed rate until September 15, 2010, at which
time the interest rate becomes a variable rate, adjusted quarterly, equal to 155
basis points over three month LIBOR.
The Trust Securities are issued pursuant to an amended and Restated
Declaration of Trust, dated as of October 3, 2005, among the Company, the Trust,
U.S. Bank National Association as institutional trustee, and the administrators
of the Trust, and represent guaranteed beneficial interests in a like amount of
Debentures, and are intended to qualify as tier 1 capital, subject to applicable
regulatory limits. Interest payments on the Debentures will be used to pay
quarterly distributions on the Trust Securities. The Debentures will constitute
the sole asset of the Trust. Payment of distributions on, and the liquidation or
redemption price of, the trust preferred securities are guaranteed by the
Company, to the extent the Trust has funds available therefore, pursuant to a
Guarantee Agreement, dated as of October 3, 2005 between the Company and U.S.
Bank National Association as trustee (the "Guarantee").
Payment of interest on the Debentures and distributions on the trust
preferred securities may be deferred for up to twenty consecutive quarterly
periods, at the option of the Company. If the Company elects to defer payments
on the Debentures, it will generally not be able to (A) declare or pay any
dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Company's capital stock or (B)
make any payment of principal of or interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company that rank pari passu in
all respects with or junior in interest to the Debentures, or (C) make any
payment under any guarantees of the Company that rank pari passu in all respects
with or junior in interest to the Guarantee. The principal amount of the
Debentures is subject to acceleration upon the occurrence of certain bankruptcy
or insolvency related events, or if the Company defaults in the payment of any
interest upon any Debenture when it becomes due and payable following the
nonpayment of any such interest for 20 or more consecutive quarterly periods.
The proceeds of the issuance will be used by the Company for general
corporate purposes, including contribution to its subsidiary bank.
The trust preferred securities have not been registered under the
Securities Act of 1933, as amended, or applicable state securities laws, and
unless so registered, may not be offered or sold in the United States, except
pursuant to an applicable exemption from the registration requirements of the
Securities Act of 1933, as amended, and applicable state securities laws. This
report shall not constitute an offer to sell or the solicitation of an offer to
buy the trust preferred securities.
Item 9.01 Financial Statements and Exhibits
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(a) Financial Statements of Business Acquired. Not applicable.
(b) Pro Forma Financial Information. Not Applicable.
(c) Exhibits.
4.1 Indenture, dated as of October 3, 2005 between James Monroe Bancorp,
Inc. and U.S. Bank National Association, as trustee, (1)
4.2 Amended and Restated Declaration of Trust, dated as October 3, 2005,
between James Monroe Bancorp, Inc. and U.S. Bank National Association,
as trustee, and John R. Maxwell and John J. Brough as Administrators
(1)
4.3 Guarantee Agreement dated as of October 3, 2005, between James Monroe
Bancorp, Inc. and U.S. Bank National Association, as Guarantee Trustee
(1)
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(1) Not filed in accordance with the provisions of Item 601(b)(4)(v) of
Regulation SK. The Company agrees to provide a copy of these documents to the
Commission upon request.
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.
JAMES MONROE BANCORP, INC.
By: /s/ John R. Maxwell
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John R. Maxwell, President
By: /s/ John J. Brough
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John J. Brough, Senior Vice President,
Chief Financial Officer
Dated: October 4, 2005