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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 February 28, 2006
(Date of earliest event reported) February 24, 2006
QCR HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-22208 42-1397595
(Commission File Number) (I.R.S. Employer
Identification Number)
3551 Seventh Street, Suite 204,
Moline, Illinois 61265
(Address of principal executive offices) (Zip Code)
(309) 736-3580
(Registrant's telephone number, including area code)
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 (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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 24, 2006, QCR Holdings, Inc. (the "Company") and its newly
formed business trust subsidiary, QCR Holdings Statutory Trust V, a Delaware
statutory trust (the "Trust"), consummated the issuance and sale of 10,000 of
the Trust's fixed/floating rate capital securities, with a liquidation amount of
$1,000 per capital security (the "Capital Securities"), in a pooled trust
preferred transaction. The entire proceeds from the sale by the Trust to the
holders of the Capital Securities were combined with the entire proceeds from
the sale by the Trust to the Company of its common securities and were used by
the Trust to purchase $10,310,000 in principal amount of the fixed/floating rate
junior subordinated deferrable interest debentures of the Company. No
underwriting commissions or placement fees were paid in connection with the
issuances. All of the securities were issued in a private placement exempt from
registration under Section 4(2) of the Securities Act of 1933, as amended,
and/or Regulation D promulgated thereunder.
The terms of the debt securities are governed by an Indenture dated
February 24, 2006 between the Company and Wells Fargo Bank, as Indenture
Trustee. The debt securities accrue interest at a fixed rate of 6.22% per annum
for the first five years, payable quarterly, and thereafter at a variable rate
based on the three-month LIBOR, reset and payable quarterly, plus 1.55%. The
debt securities are not redeemable by the Company during the first five years,
absent certain changes in tax, investment company or bank regulatory statutes or
regulations.
The trust preferred securities were issued pursuant to a Purchase
Agreement dated February 22, 2006, by and among the Company, the Trust and an
initial purchaser. The terms of the trust preferred securities are governed by
an Amended and Restated Declaration of Trust by and among the Company, Wells
Fargo Bank, as Trustee, and the trust administrators. The trust preferred
securities entitle the holders thereof to quarterly distributions at a per annum
rate equal to a fixed rate of 6.22% for the first five years, and thereafter at
a variable rate based on the three-month LIBOR plus 1.55%. The trust preferred
securities are not redeemable by the Trust during the first five years, absent
certain changes in tax, investment company or bank regulatory statutes or
regulations. Pursuant to a Guarantee Agreement dated February 24, 2006, by and
between the Company and Wells Fargo Bank, as Trustee, the Company has agreed to
guarantee the payments to be made to the holders of the trust securities,
subject to the terms and conditions set forth therein.
The Company intends to use the proceeds of the trust preferred
securities to pay down currently outstanding debt, as a funding source for its
banking subsidiaries and for other corporate purposes.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
See information provided under Item 1.01 above.
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.
QCR HOLDINGS, INC.
Dated: February 28, 2006 By: /s/ Todd A. Gipple
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Todd A. Gipple
Executive Vice President
and Chief Financial Officer