UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): JUNE 27, 2002
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UNITED BANCORPORATION OF ALABAMA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 2-78572 63-0833573
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
P.O. DRAWER 8, ATMORE, ALABAMA 36504
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (251) 368-2525
NOT APPLICABLE
(Former name or former address, if changed since last report)
Exhibit Index at page: 4
ITEM 5. OTHER EVENTS
On June 27, 2002, the Registrant raised approximately $4 million in net
proceeds from an offering of "trust preferred" securities in a private placement
conducted as a part of a pooled offering pursuant to an agreement with SAMCO
Capital Markets, a division of Service Asset Management Company (the "Placement
Agent"). The proceeds are to be used for general corporate purposes.
The Registrant formed a wholly-owned Delaware business trust
subsidiary, United Bancorp Capital Trust I (the "Trust"), for the specific
purpose of: (1) investing in the Registrant's Floating Rate Junior Subordinated
Deferrable Interest Debentures (the "Debt"), due June 30, 2032; (2) selling
Trust Preferred Securities (the "Preferred Securities") to certain institutional
investors; and (3) issuing Common Securities (the "Common Securities") to the
Registrant.
Effective as of June 27, 2002, the Registrant and the Trust entered
into a Placement Agreement with the Placement Agent. On June 27, 2002, the
Registrant issued $4,125,000 in Debt to the Trust. Concurrently, the Trust
issued $4 million of the Preferred Securities to the Placement Agent and
$125,000 of the Common Securities to the Registrant. The Debt was purchased by
the Trust concurrently with the Trust's issuance of the Preferred Securities and
the Common Securities. The proceeds to the Registrant, net of the Placement
Agent's fees and other offering expenses, was approximately $4 million, which
will be treated as Tier I capital for regulatory purposes.
The interest on the Notes will be deductible and paid by the Registrant
and represents the sole source of the Trust's revenues available for
distributions to the holders of the Preferred Securities. The undertakings of
the Registrant with regard to the issuance are the Registrant's guarantee of the
Trust's obligations pursuant to the Amended and Restated Trust Agreement filed
herewith as Exhibit 4.2 and the Trust Preferred Securities Guarantee Agreement
filed herewith as Exhibit 4.3.
The Registrant has the right, assuming that no default has occurred
regarding the Debt, to defer interest payments on the Debt, at any time and for
a period of up to twenty consecutive calendar quarters.
The Preferred Securities will mature concurrently with the Debt on June
30, 2032; but can be called after June 30, 2007 or earlier upon the occurrence
of a "Special Event," as defined in Exhibit 4.1 attached hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
2
(c) List of Exhibits
Number Description
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1.1 Placement Agreement for Floating Rate Cumulative Trust Preferred Securities of United Bancorp
Capital Trust I effective as of June 27, 2002 among the Registrant, United Bancorp Capital Trust I
and SAMCO Capital Markets, a division of Service Asset Management Company
4.1 Indenture effective as of June 27, 2002, by and between the Registrant and Wells Fargo Bank,
National Association, as Trustee
4.2 United Bancorp Capital Trust I Amended and Restated Trust Agreement effective as of June 27, 2002,
among the Registrant as Depositor, Wells Fargo Bank, National Association, as Property Trustee,
Wells Fargo Delaware Trust Company, as Resident Trustee and Robert R. Jones, III, Mitchell D.
Staples and Charles E. Karrick, as Administrative Trustees
4.3 Trust Preferred Securities Guarantee Agreement effective as of June 27, 2002, by and between the
Registrant and Wells Fargo Bank, National Association
4.4 Form of Common Security Certificate
4.5 Form of Floating Rate Cumulative Trust Preferred Security Certificate
4.6 Form of Floating Rate Junior Subordinated Deferrable Interest Debenture of the Registrant
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.
UNITED BANCORPORATION OF ALABAMA, INC.
Date: July 18, 2002 By: /s/ Robert R. Jones, III
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Robert R. Jones, III
President and Chief Executive Officer
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EXHIBIT INDEX
Number Description
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1.1 Placement Agreement for Floating Rate Cumulative Trust Preferred Securities of United Bancorp
Capital Trust I effective as of June 27, 2002 among the Registrant, United Bancorp Capital Trust I
and SAMCO Capital Markets, a division of Service Asset Management Company
4.1 Indenture effective as of June 27, 2002, by and between the Registrant and Wells Fargo Bank,
National Association, as Trustee
4.2 United Bancorp Capital Trust I Amended and Restated Trust Agreement effective as of June 27, 2002,
among the Registrant as Depositor, Wells Fargo Bank, National Association, as Property Trustee,
Wells Fargo Delaware Trust Company, as Resident Trustee and Robert R. Jones, III, Mitchell D.
Staples and Charles E. Karrick, as Administrative Trustees
4.3 Trust Preferred Securities Guarantee Agreement effective as of June 27, 2002, by and between the
Registrant and Wells Fargo Bank, National Association
4.4 Form of Common Security Certificate
4.5 Form of Floating Rate Cumulative Trust Preferred Security Certificate
4.6 Form of Floating Rate Junior Subordinated Deferrable Interest Debenture of the Registrant
4