8-K 1 j8152_8k.htm 8-K

 

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): February 26, 2003

 

 

COMMUNITY FIRST BANKSHARES, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

 

Delaware

 

0-19368

 

46-0391436

(State or other jurisdiction

 

(Commission File Number)

 

(I.R.S. Employer

of incorporation)

 

Identification No.)

 

 

 

 

520 Main Avenue

 

 

Fargo, North Dakota

 

58124

(Address of principal executive offices)

 

(Zip Code)

 

 

Registrant’s telephone number, including area code: (701) 298-5600

 

 

 



 

Item 1.                     Not Applicable

 

Item 2.                     Not Applicable.

 

Item 3.                     Not Applicable.

 

Item 4.                     Not Applicable.

 

Item 5.                     Other Events.

 

Community First Bankshares, Inc. (the “Company”) a Delaware corporation, and CFB Capital IV (the “Trust”), a statutory trust formed under the laws of the state of Delaware, have entered into an Underwriting Agreement, dated February 26, 2003, with U.S. Bancorp Piper Jaffray Inc. and RBC Dain Rauscher Inc. (collectively the “Underwriters”), for the public offering of $60 million aggregate liquidation amount of the Trust’s 7.60% Cumulative Capital Securities (the “7.60% Capital Securities”) representing undivided preferred beneficial interests in the Trust.  The proceeds from the sale of the 7.60% Capital Securities, together with the proceeds from the sale by the Trust of its common securities to the Company, are to be invested in 7.60% junior subordinated debentures of the Company due March 15, 2033 (the “Junior Subordinated Debentures”), which are to be issued pursuant to a Junior Subordinated Indenture (the “Indenture”), dated March 4, 2003 between the Company and Wilmington Trust Company, as trustee.  Payments of distributions and other amounts due on the 7.60% Capital Securities are irrevocably guaranteed by the Company, to the extent that the Trust has funds available for the payment of such distributions (the “Guarantee”), pursuant to a Capital Securities Guarantee Agreement, dated March 4, 2003 between the Company and Wilmington Trust Company, as guarantee trustee.  Taken together, the Company’s obligations under the Amended and Restated Trust Agreement related to the Trust, the Indenture and the Guarantee provide a full and unconditional guarantee of payments of distributions and other amounts due on the 7.60% Capital Securities on a subordinated basis.  The 7.60% Capital Securities, the Junior Subordinated Debentures and the Guarantee have been registered by the Company and the Trust under the Securities Act of 1933, as amended (the “Securities Act”), by the Registration Statement on Form S-3 (File Nos. 333-83240 and 333-83240-02 the “Registration Statement”).

 

On March 4, 2003, the Company announced that it will redeem all of the 8.20% junior subordinated debentures that it issued in December 1997 to CFB Capital II, a finance subsidiary organized as a Delaware statutory trust.  This redemption triggers the redemption of all 2,400,000 shares of 8.20% Cumulative Capital Securities (the “8.20% Capital Securities”) issued by CFB Capital II in December 1997.  The junior subordinated debentures and the 8.20% Capital Securities will be redeemed on April 4, 2003 at a redemption price of $25 per Capital Security plus accrued but unpaid dividends to the date of redemption at the corporate trust office of Wilmington Trust Company, Rodney Square North, 1100 Market Street, Wilmington, Delaware 198890-0001.  The Company intends to use the proceeds from CFB Capital IV’s offering of 7.60% Capital Securities to finance the redemption of the 8.20% Capital Securities.

 

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Item 6.

 

Not Applicable.

 

 

 

Item 7.

 

Financial Statements, Pro Forma Financial Information and Exhibits.

 

 

 

 

1.1

Underwriting Agreement dated February 26, 2003 among the Company, the Trust, U.S. Bancorp Piper Jaffray and RBC Dain Rauscher Inc., as Underwriters.

 

 

 

 

4.1

Specimen Capital Security Certificate (included as part of Exhibit 4.3 to the Registration Statement).

 

 

 

 

4.2

Specimen Junior Subordinated Debenture (included as part of Exhibit 4.4 to the Registration Statement).

 

 

 

 

4.3

Amended and Restated Trust Agreement, dated March 4, 2003 among the Company, Wilmington Trust Company as property trustee, Wilmington Trust Company as Delaware trustee, and the Administrative Trustees named therein.

 

 

 

 

4.4

Form of Junior Subordinated Indenture between the Company and Wilmington Trust Company (incorporated by reference to Exhibit 4.15 to the Registration Statement).

 

 

 

 

4.5

Guarantee Agreement, dated March 4, 2003 between the Company and Wilmington Trust Company, as Guarantee Trustee.

 

 

 

 

8.1

Tax Opinion of Lindquist & Vennum P.L.L.P.

 

 

 

 

12.1

Ratio of Earnings to Fixed Charges Worksheet.

 

 

 

 

25.1

Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the indenture relating to the Junior Subordinated Debentures (incorporated by reference to Form 3-05 filed on March 15, 2002).

 

 

 

 

25.2

Form T-1 Statement of Eligibility of the Wilmington Trust Company to act as trustee with respect to the Amended and Restated Trust Agreement of CFB Capital IV (incorporated by reference to Form 3-05 filed on March 15, 2002).

 

 

 

 

25.3

Form T-1 Statement of Eligibility of Wilmington Trust Company to act as Trustee under the Guarantee Agreement for the benefit of holders of Capital Securities of CFB Capital IV (incorporated by reference to Form 3-05 filed on March 15, 2002).

 

 

 

 

99.1

Press Release issued by the Company on February 24, 2003.

 

 

 

 

99.2

Press Release issued by the Company on February 26, 2003.

 

 

 

 

99.3

Press Release issued by the Company on March 4, 2003.

 

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SIGNATURE

 

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, thereunto duly authorized.

 

 

 

 

 

COMMUNITY FIRST BANKSHARES, INC.

 

 

 

 

 

 

Dated: March 5, 2003

By

/s/ Mark A. Anderson

 

Mark A. Anderson, Chief Executive Officer

 

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EXHIBIT INDEX

 

1.1

 

Underwriting Agreement dated February 26, 2003 among the Company, the Trust, U.S. Bancorp Piper Jaffray and RBC Dain Rauscher Inc., as Underwriters.

 

 

 

4.1

 

Specimen Capital Security Certificate (included as part of Exhibit 4.3 to the Registration Statement).

 

 

 

4.2

 

Specimen Junior Subordinated Debenture (included as part of Exhibit 4.4 to the Registration Statement).

 

 

 

4.3

 

Amended and Restated Trust Agreement, dated March 3, 2003 among the Company, Wilmington Trust Company as property trustee, Wilmington Trust Company as Delaware trustee, and the Administrative Trustees named therein.

 

 

 

4.4

 

Form of Junior Subordinated Indenture between the Company and Wilmington Trust Company (incorporated by reference to Exhibit 4.15 to the Registration Statement).

 

 

 

4.5

 

Guarantee Agreement, dated March 3, 2003 between the Company and Wilmington Trust Company, as Guarantee Trustee.

 

 

 

8.1

 

Tax Opinion of Lindquist & Vennum P.L.L.P.

 

 

 

12.1

 

Ratio of Earnings to Fixed Charges Worksheet.

 

 

 

25.1

 

Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the indenture relating to the Junior Subordinated Debentures (incorporated by reference to Form 3-05 filed on March 15, 2002).

 

 

 

25.2

 

Form T-1 Statement of Eligibility of the Wilmington Trust Company to act as trustee with respect to the Amended and Restated Trust Agreement of CFB Capital IV (incorporated by reference to Form 3-05 filed on March 15, 2002).

 

 

 

25.3

 

Form T-1 Statement of Eligibility of Wilmington Trust Company to act as Trustee under the Guarantee Agreement for the benefit of holders of Capital Securities of CFB Capital IV (incorporated by reference to Form 3-05 filed on March 15, 2002).

 

 

 

99.1

 

Press Release issued by the Company on February 24, 2003.

 

 

 

99.2

 

Press Release issued by the Company on February 24, 2003.

 

 

 

99.3

 

Press Release issued by the Company on March 4, 2003.

 

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