0000902664-11-001453.txt : 20111024 0000902664-11-001453.hdr.sgml : 20111024 20111024171541 ACCESSION NUMBER: 0000902664-11-001453 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20111024 DATE AS OF CHANGE: 20111024 GROUP MEMBERS: CLINTON GROUP INC. GROUP MEMBERS: GEORGE HALL GROUP MEMBERS: SBAV GP LLC GROUP MEMBERS: SBAV LP FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLINTON GROUP INC CENTRAL INDEX KEY: 0001134119 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 32 OLD SLIP 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2128250400 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Porter Bancorp, Inc. CENTRAL INDEX KEY: 0001358356 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 611142247 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82055 FILM NUMBER: 111155049 BUSINESS ADDRESS: STREET 1: 2500 EASTPOINT PARKWAY CITY: LOUISVILLE STATE: KY ZIP: 40223 BUSINESS PHONE: 502-499-4800 MAIL ADDRESS: STREET 1: 2500 EASTPOINT PARKWAY CITY: LOUISVILLE STATE: KY ZIP: 40223 SC 13D/A 1 p11-1743sc13da.htm PORTER BANCORP, INC. p11-1743sc13da.htm


SECURITIES AND EXCHANGE COMMISSION
 
   
Washington, D.C. 20549
 
_______________
 
   
SCHEDULE 13D/A
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
Porter Bancorp, Inc.
(Name of Issuer)
 
Common Stock, no par value
(Title of Class of Securities)
 
736233107
(CUSIP Number)
 
with a copy to:
Marc Weingarten and David E. Rosewater
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York
(212) 756-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
  October 24,, 2011
(Date of Event which Requires
Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)
 
(Page 1 of 7 Pages)
 
--------------------------
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


 
 

 
CUSIP No.  736233107
 
SCHEDULE 13D/A
Page 2 of  7 Pages



1
NAME OF REPORTING PERSON
SBAV LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS*
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
744,135 shares of Common Stock (including warrants to purchase  228,261 shares of Common Stock)
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
744,135 shares of Common Stock (including warrants to purchase  228,261 shares of Common Stock)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
744,135 shares of Common Stock (including warrants to purchase  228,261 shares of Common Stock)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
6.2%
14
TYPE OF REPORTING PERSON*
PN



 
 

 
CUSIP No.  736233107
 
SCHEDULE 13D/A
Page 3 of 7 Pages


1
NAME OF REPORTING PERSON
SBAV GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS*
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
744,135 shares of Common Stock (including warrants to purchase  228,261 shares of Common Stock)
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
744,135 shares of Common Stock (including warrants to purchase  228,261 shares of Common Stock)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
744,135 shares of Common Stock (including warrants to purchase  228,261 shares of Common Stock)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
6.2%
14
TYPE OF REPORTING PERSON*
OO


 
 

 
CUSIP No.  736233107
 
SCHEDULE 13D/A
Page 4 of 7 Pages


1
NAME OF REPORTING PERSON
George Hall
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS*
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
744,135 shares of Common Stock (including warrants to purchase  228,261 shares of Common Stock)
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
744,135 shares of Common Stock (including warrants to purchase  228,261 shares of Common Stock)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
744,135 shares of Common Stock (including warrants to purchase  228,261 shares of Common Stock)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
6.2%
14
TYPE OF REPORTING PERSON*
IN



 
 

 
CUSIP No.  736233107
 
SCHEDULE 13DA
Page 5 of 7 Pages


1
NAME OF REPORTING PERSON
Clinton Group, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS*
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
-0-
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
-0-
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0%
14
TYPE OF REPORTING PERSON*
IA; CO





 
 

 
CUSIP No.  736233107
 
SCHEDULE 13D/A
Page 6 of 7 Pages


This Amendment No. 2 to Schedule 13D ("Amendment No. 2") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on July 11, 2011 (the "Original Schedule 13D") and Amendment No. 1 to the Original Schedule 13D filed with the SEC on August 5, 2011 (“Amendment No. 1” and together with the Original Schedule 13D and this Amendment No. 2, the “Schedule 13D”) with respect to the common stock, no par value (the "Shares") of Porter Bancorp, Inc., a Kentucky corporation (the "Issuer" or "Bank").  Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D.  This Amendment No. 2 amends Items 4, 5(c) and 7 as set forth below.
 
Item 4.
PURPOSE OF TRANSACTION.

Item 4 is hereby amended by the addition of the following:
 
On September 21, 2011, the Bank entered into a Written Agreement with the Federal Reserve Bank of St. Louis (the “Agreement”), pursuant to which the Bank is required to submit a written plan to the Federal Reserve to address the “adequacy of the Bank’s capital” and the “source and timing of additional funds necessary to fulfill … future capital requirements.”

On October 24, 2011, the Reporting Persons sent a letter to Mr. J. Chester Porter, the Chairman of the Board of Directors, expressing their concern over the ability of the Bank to fulfill its obligations under the Agreement in the absence of a capital raise.  To ensure that the Bank is able to comply with the requirements set forth in the Agreement, the Reporting Persons offered to invest as much capital as the Bank may require, up to 24.9% of the Bank’s total equity or additional amounts up to $25 million subject to required regulatory approvals and customary due diligence, at a price equal to the accurate tangible book value of the Company.
 
This summary of the letter is qualified in its entirety by reference to the full text of the letter, which is filed as Exhibit 8 to this Schedule 13D and is incorporated by reference into this Item 4.
 
Item 5.
INTEREST IN SECURITIES OF THE ISSUER.

Item 5(c) is hereby amended and restated as follows:
 
(c) No transactions in the Shares were effected by the Reporting Persons since the filing of Amendment No. 1.
 
Item 7.
MATERIAL TO BE FILED AS EXHIBITS.

Item 7 is hereby amended and supplemented by the addition of the following:
 
Exhibit
Description
8
Letter from Clinton Group, Inc. to Mr. J. Chester Porter, dated October 24, 2011.
9
Joint Filing Agreement, dated October 24, 2011.
 

 
 
 

 
CUSIP No.  736233107
 
SCHEDULE 13D/A
Page 7 of 7 Pages



SIGNATURES
 
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  October 24, 2011

 
Clinton Group, Inc.
 
       
       
 
By:
/s/ Francis Ruchalski
 
 
Name:
Francis Ruchalski
 
 
Title:
Chief Financial Officer
 
       
       
 
SBAV LP
 
       
 
By:
SBAV GP LLC, its general partner
 
       
       
 
By:
/s/ George Hall
 
 
Name:
George Hall
 
 
Title:
Managing Member
 
       
       
 
SBAV GP LLC
 
       
 
By:
/s/ George Hall
 
 
Name:
George Hall
 
 
Title:
Managing Member
 
       
       
 
/s/ George Hall
 
 
George Hall
 
       
       




 
 

EX-99 2 p11-1743exhibit8.htm LETTER, DATED OCTOBER 24, 2011 p11-1743exhibit8.htm

EXHIBIT 8
 
Letter from Clinton Group, Inc. to Mr. J. Chester Porter. dated October 24, 2011
 
CLINTON GROUP, INC.
9 West 57th Street, 26th Floor
New York, New York 10019

 
October 24, 2011
 
 
 

By Facsimile and Fedex
 
Mr. J. Chester Porter
Chairman, Board of Directors
Porter Bancorp, Inc.
2500 Eastpoint Parkway
Louisville, Kentucky 40223

RE:  Capital to Comply With Federal Reserve Requirements
 
Dear Mr. Porter:
 
We are writing to renew our offer to invest fresh capital into Porter Bancorp, Inc. (“Porter” or the “Company”). As you know, Clinton Group, Inc. and its affiliates (“Clinton”) own equity and warrants in Porter and are convinced that Porter can have a bright future as a safe and sound institution.

We have reviewed the Written Agreement between Porter and the Federal Reserve Bank of St. Louis, dated September 21, 2011 (the “Agreement”), which provides that Porter must submit a written plan to the Federal Reserve addressing the “adequacy of the Bank’s capital” and the “source and timing of additional funds necessary to fulfill … future capital requirements.” We are concerned that Porter may not be able to fulfill its obligations under the Agreement in the absence of a capital raise.

To ensure that Porter can comply with its obligations to the Federal Reserve, we stand ready to invest as much capital as Porter may require, up to 24.9% of Porter’s total equity or additional amounts up to $25 million subject to required regulatory approvals, at a price equal to the accurate tangible book value of the Company.  At the close of the second quarter, the Company’s balance sheet reflected a tangible book value per share of $9.47.

This offer to invest capital is subject to customary due diligence and is not intended to be a binding obligation between the parties. No such obligation will arise until definitive agreements are executed.
 
  Very truly yours.  
     
     
  CLINTON GROUP,  INC.  
       
 
By:
/s/ George E. Hall  
    George E. Hall  
    Chief Executive Officer  
       


 

cc:            Members of the Board of Directors, Porter Bancorp, Inc.

 
EX-99 3 p11-1743exhibit9.htm JOINT FILING AGREEMENT p11-1743exhibit9.htm

EXHIBIT 9
 
Joint Filing Agreement, dated October 24, 2011
 
PURSUANT TO RULE 13d-1(k)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows that such information is inaccurate.

Dated: October 24, 2011

 
Clinton Group, Inc.
 
       
       
 
By:
/s/ Francis Ruchalski
 
 
Name:
Francis Ruchalski
 
 
Title:
Chief Financial Officer
 
       
       
 
SBAV LP
 
       
 
By:
SBAV GP LLC, its general partner
 
       
       
 
By:
/s/ George Hall
 
 
Name:
George Hall
 
 
Title:
Managing Member
 
       
       
 
SBAV GP LLC
 
       
 
By:
/s/ George Hall
 
 
Name:
George Hall
 
 
Title:
Managing Member
 
       
       
 
/s/ George Hall
 
 
George Hall