-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QBJkIqcjWCbVoZ/sDIvSxMJLYGR3NgHWZ6AedL5w/hVzZWdEa8UO9StRoFe4JeOm 5b0RK0KGdqf+8q3dugth2Q== 0000811211-06-000002.txt : 20060118 0000811211-06-000002.hdr.sgml : 20060118 20060118170927 ACCESSION NUMBER: 0000811211-06-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051230 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060118 DATE AS OF CHANGE: 20060118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSITY BANCORP INC /DE/ CENTRAL INDEX KEY: 0000811211 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 382929531 STATE OF INCORPORATION: DE FISCAL YEAR END: 1205 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16023 FILM NUMBER: 06536157 BUSINESS ADDRESS: STREET 1: 959 MAIDEN LANE CITY: ANN ARBOR STATE: MI ZIP: 48105 BUSINESS PHONE: 9066359794 MAIL ADDRESS: STREET 1: 959 MAIDEN LANE CITY: ANN ARBOR STATE: MI ZIP: 48105 FORMER COMPANY: FORMER CONFORMED NAME: NEWBERRY BANCORP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FORTUNE 44 CO /DE/ DATE OF NAME CHANGE: 19900401 8-K 1 form8ksharia.txt UIFC 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) December 30, 2005 ------------------ UNIVERSITY BANCORP, INC. ------------------------ (Exact name of registrant as specified in its charter) Delaware 0-16023 38-2929531 - ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 2015 Washtenaw Avenue, Ann Arbor, Michigan 48104 - ------------------------------------------- --------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (734) 741-5858 -------------- Item 1.01 Entry into a Material Definitive Agreement The Company forms Sharia'a compliant banking subsidiary. 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. Date: January 13, 2006 University Bancorp, Inc. /s/ Stephen Lange Ranzini -------------------------------- Stephen Lange Ranzini EX-99.A9 2 form8kexsharia.txt UIFC Exhibit 99 For Immediate Release Contact: Stephen Lange Ranzini, Chairman and President 734-741-5858, Ext. 226 Email: ranzini@university-bank.com $15,581,000 DEAL FORMS 1ST U.S. SHARIA'A COMPLIANT BANKING SUB INVESTOR GROUP BUYS 20% OF SUB COMMON STOCK FOR $3,000,000 December 30, 2005, Ann Arbor, Michigan--Stephen Lange Ranzini, President and Chairman of Ann Arbor's University Bank (NASDAQ: UNIB), announced the formation of University Islamic Financial Corporation (UIFC). UIFC is capitalized with $15,581,000 in shareholder equity and assets and is the first ever U.S. Islamic Banking Subsidiary to be formed. In connection with the formation of the subsidiary, University Bank sold 20% of the common stock of UIFC for $3,000,000 to Virtue Investors, LLC, at a 50% premium to book value, which will generate a capital gain for University Bank of $1,000,000. Of this amount half of the subscription ($1,500,000) was received today and half will be received by February 15, 2006. Following the transaction, University Bank holds 80% of the common stock of UIFC with a cost basis of $8,000,000 and $5,581,000 Series A non-convertible preferred stock of UIFC. Ranzini commented, "This transaction represents a major milestone in University Bank's Islamic Banking activities and gives us the resources to put us on an accelerated growth curve. It also establishes a valuation on our Islamic Banking subsidiary with a $5 million premium to book value and increases our consolidated Tier 1 capital base by $3 million to over $7.5 million. From the point of view of our shareholders, with this transaction and the recent relocation of the bank's headquarters we have more than doubled the bank's capital over the course of the year with minimal dilution of the existing shareholders." UIFC intends to engage in Islamic Banking with an initial focus on its existing product set: soliciting Islamic Sharia'a FDIC-insured Deposits held by University Bank and originating Islamic Sharia'a home financings as agent for University Bank. UIFC's products have received favorable legal rulings (fatawa) from some of the leading Islamic legal scholars in the U.S. and the world. University Bank is also in the final stages of negotiating a master commitment with a major Government Sponsored Enterprise to create a secondary market for UIFC's Sharia'a compliant home financings nationwide. For additional information about UIFC's Sharia'a compliant products and its fatawa, see www.university-bank.com/IslamicBanking/IBDmain.htm. Ann Arbor based University Bancorp owns 100% of University Bank which manages a total of $3.3 billion in assets. University Bank is an FDIC-insured, locally owned and managed Community Bank primarily serving the cities of Ann Arbor and Ypsilanti of Washtenaw County. The Community Banking operation focuses on local businesses, minorities and the non-profit communities. University Bank is the only financial institution headquartered in Washtenaw County to be rated "Outstanding" by the FDIC for Community Service and Community Reinvestment. Other Community Banking specialties include highly competitive deposit products for business owners, residential mortgages, commercial real estate lending and insurance, investments and money management through its wholly-owned subsidiary University Insurance & Investments, Inc. In addition to its Community Banking operations, University Bancorp specializes in Islamic Banking through 80%-owned University Islamic Financial Corporation and also in mortgage subservicing and mortgage origination primarily serving credit unions through the Bank's Houghton-based 80%-owned subsidiary, Midwest Loan Services. Any prediction of the future is inherently not assured. Investors should read the risk factors listed on pages 21 and 22 in the Company's report on Form 10K for the year ended December 31, 2004 and any prediction in this release is intended to be covered by the Safe Harbor provisions of Section 21E of the Securities Exchange Act of 1934. Additional comprehensive investor relations information on University Bancorp is available at www.university-bank.com/bancorp.htm. -----END PRIVACY-ENHANCED MESSAGE-----