This Day On The Street
Continue to site
ADVERTISEMENT
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here

Taylor Capital Group Announces Results Of Special Meeting Of Stockholders And Year-End Conversion Of Series C And E Preferred Stock





CHICAGO, Dec. 27, 2011  /PRNewswire/ -- Taylor Capital Group, Inc. (the "Company") (NASDAQ: TAYC), the holding company for Cole Taylor Bank (the "Bank"), one of Chicago's leading middle market commercial banks, today announced the results of its Special Meeting of Stockholders held on December 27, 2011.

(Logo: http://photos.prnewswire.com/prnh/20060605/CGM055LOGO)

Each of the matters presented at the meeting was approved by the stockholders, including amending: (i) the Certificate of Designations of the 8% Non-Cumulative, Convertible Perpetual Preferred Stock, Series C (the "Series C Preferred"), to provide the Company with the ability to convert the shares of Series C Preferred into shares of its common stock at its option on or before December 31, 2011; (ii) the Certificate of Designations of the Nonvoting Convertible Preferred Stock, Series D and 8% Nonvoting, Non-Cumulative, Convertible Perpetual Preferred Stock, Series E (the "Series E Preferred"), to provide the Company with the ability to convert the shares of Series E Preferred into shares of Nonvoting Convertible Preferred Stock, Series G (the "Series G Preferred"), at its option on or before December 31, 2011; and (iii) Article Fifth of the Company's Third Amended and Restated Certificate of Incorporation to terminate its Executive Committee as of December 31, 2011.

In addition, the Company announced that its Executive Committee and Board of Directors today each approved the conversion of all 1,276,480 outstanding shares of Series C Preferred to shares of the Company's common stock, as well the conversion of all 223,520 outstanding shares of its Series E Preferred to shares of its Series G Preferred.  Following these actions by the stockholders, Executive Committee and Board, the Company today mailed notices of the stock conversions and stock transmittal materials to holders of the Series C Preferred and Series E Preferred by certified mail.  These stock conversions will become effective on December 31, 2011 (the "Conversion Date").

Each share of the Series C Preferred will be converted into 2.03583 shares of common stock, plus the number of shares of common stock that is equal to $7.00 (representing the future cash dividends such holders would have received, if declared, through May 28, 2015) divided by the closing price of the Company's common stock on December 30, 2011, the trading day immediately preceding the Conversion Date.  The holders of the Series E Preferred will receive shares of Series G Preferred, a nonvoting common equivalent series of preferred stock, based on the same conversion ratio. 

No fractional shares will be issued as a result of the conversions of the Series C Preferred or the Series E Preferred.  In lieu of fractional shares, holders will be entitled to receive cash in an amount equal to any fractional shares they are entitled to multiplied by the closing price of the Company's common stock on December 30, 2011, the trading day immediately preceding the Conversion Date.

The stock conversions are being conducted in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended. This press release is not an offer to sell or a solicitation of an offer to purchase any securities of the Company.

1 of 2

Check Out Our Best Services for Investors

Action Alerts PLUS

Portfolio Manager Jim Cramer and Director of Research Jack Mohr reveal their investment tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
Quant Ratings

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
Stocks Under $10

David Peltier uncovers low dollar stocks with serious upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
14-Days Free
Only $9.95
14-Days Free
Dividend Stock Advisor

David Peltier identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Updates with exact steps to take - BUY, HOLD, SELL
Trifecta Stocks

Every recommendation goes through 3 layers of intense scrutiny—quantitative, fundamental and technical analysis—to maximize profit potential and minimize risk.

Product Features:
  • Model Portfolio
  • Intra Day Trade alerts
  • Access to Quant Ratings
Options Profits

Our options trading pros provide over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • Actionable options commentary and news
  • Real-time trading community
SYM TRADE IT LAST %CHG

Markets

DOW 18,232.02 -53.72 -0.29%
S&P 500 2,126.06 -4.76 -0.22%
NASDAQ 5,089.3620 -1.4320 -0.03%

Partners Compare Online Brokers

Free Reports

Top Rated Stocks Top Rated Funds Top Rated ETFs