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As filed with the Securities and Exchange Commission on January 26, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TOWER FINANCIAL CORPORATION
(Name of small business issuer in its charter)
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<S> <C> <C>
INDIANA 6712 35-2051170
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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116 EAST BERRY STREET
FORT WAYNE, INDIANA 46802
(219) 427-7000
(Address and telephone number of principal executive offices and principal place
of business)
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DONALD F. SCHENKEL
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TOWER FINANCIAL CORPORATION
116 EAST BERRY STREET
FORT WAYNE, INDIANA 46802
(219) 427-7000
(Name, address and telephone number of agent for service)
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Copies to:
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<S> <C>
DANIEL L. BOEGLIN DONALD J. KUNZ
LAWRENCE E. SHINE HONIGMAN MILLER SCHWARTZ AND COHN
BAKER & DANIELS 2290 FIRST NATIONAL BUILDING
SUITE 2700 DETROIT, MICHIGAN 48226-3583
300 NORTH MERIDIAN STREET (313) 465-7000
INDIANAPOLIS, INDIANA 46204-1782
(317) 237-0300
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after
this registration statement becomes effective.
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If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-67235
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
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Common Stock................ 230,000(1) $10.00 $2,300,000 $639.40
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(1) Includes 30,000 shares of Common Stock that may be sold if the
over-allotment option granted to the underwriters is exercised in full.
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This Registration Statement on Form SB-2 is being filed by Tower Financial
Corporation, an Indiana corporation (the "Company"), pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form SB-2 previously filed by the Company with the Securities and
Exchange Commission (File No. 333-67235), including exhibits, are incorporated
by reference into this Registration Statement.
The Registrant hereby certifies to the Securities and Exchange Commission
(the "Commission") that:
1. the Registrant has instructed its bank, The Fifth Third Bank of Central
Indiana, to pay the registration fee to the Commission by wire transfer
as soon as practicable but no later than the close of business on
January 27, 1999;
2. the Registrant will not revoke such instructions; and
3. the Registrant has sufficient funds in its accounts to cover the amount
of the registration fee.
2
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Fort
Wayne, Indiana, on January 26, 1999.
TOWER FINANCIAL CORPORATION
By: /s/ DONALD F. SCHENKEL
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Donald F. Schenkel, Chairman of the
Board,
President and Chief Executive
Officer
In accordance with the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ DONALD F. SCHENKEL Chairman of the Board, President, Chief January 26, 1999
- ------------------------------------ Executive Officer and Director (principal
Donald F. Schenkel executive officer)
/s/ KEVIN J. HIMMELHAVER Chief Financial Officer (principal financial January 26, 1999
- ------------------------------------ and accounting officer)
Kevin J. Himmelhaver
/s/ KEITH E. BUSSE Director January 26, 1999
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Keith E. Busse
Director January , 1999
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Peter T. Eshelman
/s/ MICHAEL S. GOULOFF Director January 26, 1999
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Michael S. Gouloff
Director January , 1999
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Craig S. Hartman
Director January , 1999
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Michael Mirro, M.D.
/s/ DEBRA A. NIEZER Director January 26, 1999
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Debra A. Niezer
/s/ WILLIAM G. NIEZER Director January 26, 1999
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William G. Niezer
/s/ MAURICE D. O'DANIEL Director January 26, 1999
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Maurice D. O'Daniel
/s/ LEONARD RIFKIN Director January 26, 1999
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Leonard Rifkin
/s/ JOSEPH D. RUFFOLO Director January 26, 1999
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Joseph D. Ruffolo
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3
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SIGNATURE TITLE DATE
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<C> <S> <C>
Director January , 1999
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Larry L. Smith
/s/J. Richard Tomkinson Director January 26, 1999
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J. Richard Tomkinson
/s/Irene A. Walters Director January 26, 1999
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Irene A. Walters
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4
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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<C> <S>
5 Opinion of Baker & Daniels with respect to the legality of
the securities being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Baker & Daniels (included in Exhibit 5)
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5
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EXHIBIT 5
[BAKER & DANIELS LETTERHEAD]
January 26, 1999
Tower Financial Corporation
116 East Berry Street
Fort Wayne, Indiana 46802
Ladies and Gentlemen:
We have examined the corporate records and proceedings of Tower
Financial Corporation, an Indiana corporation (the "Company"), with respect to:
(a) the organization of the Company and (b) the legal sufficiency of all
corporate proceedings of the Company taken in connection with the
authorization, issuance, form, validity and nonassessability of the authorized
but unissued shares (including the shares to cover an over-allotment option) of
Common Stock, without par value, of the Company ("Common Stock") to be offered
for sale by the Company under its Registration Statement on Form SB-2 (File No.
333-67235) and its Registration Statement on Form SB-2 filed on January 26,
1999 pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as
amended (collectively, the "Registration Statement"), in connection with which
this opinion is given.
Based on such examination, we are of the opinion that:
1. The Company is a duly organized and validly existing
corporation under the laws of the State of Indiana.
2. The Company is authorized to have outstanding 6,000,000
shares of Common Stock.
3. The shares of Common Stock being offered pursuant to the
Registration Statement are validly authorized and, when the Registration
Statement shall have become effective and the authorized but unissued shares of
Common Stock being offered by the Company pursuant thereto have been sold upon
the terms and conditions described in the Registration Statement and set forth
in the Underwriting Agreement filed as an exhibit to the Registration Statement,
all of such shares will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement and to the reference to us under the heading "Legal
Matters" in the Prospectus which is a part of the Registration Statement. In
giving this consent, we do not admit that we come within the category of persons
whose consent is required under Section 7 of the Act or rules and regulations of
the Securities and Exchange Commission promulgated thereunder.
Yours very truly,
/s/ BAKER & DANIELS
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form SB-2 of Tower Financial Corporation filed pursuant to Rule 462(b) of our
report dated November 11, 1998, except for Note 6, for which the date is January
21, 1999, on our audit of the financial statements of Tower Financial
Corporation appearing in Registration Statement No. 333-67235. We also consent
to the reference to our firm under the caption "Experts."
/s/ PricewaterhouseCoopers LLP
Fort Wayne, Indiana
January 26, 1999
