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: May 6, 1997
Towne Bancorp, Inc.
(Exact Name of Registrant as specified in its charter)
OHIO 0000887203 34-1704637
(state or other (Commission File No.) (IRS Employer
jurisdiction of Identification Number)
incorporation or
organization)
610 East South Boundary
Perrysburg, Ohio 43551
(419) 874-2090
(Address, including zip code, and telephone number
including area code of Registrant's
principal executive offices)
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events:
Towne Bancorp, Inc. (the "Company") is filing this report to disclose that it
has a potential contingent liability related to its sale of common stock. In
connection with its initial public offering, the Company filed a registration
statement pursuant to the Securities Act of 1993, as amended (the "1933 Act")
with the Securities and Exchange Commission ("SEC") and made corresponding
filings with various state securities authorities. It appears that the
registration statement was not updated in a timely fashion, resulting in the
possibility that the sale of common stock by the Company was not properly
registered under the 1933 Act or exempt from registration thereunder.
Accordingly, the Company may have a contingent liability for up to $4,753,471,
representing the full purchase price of all 378,614 shares sold by the Company,
plus interest, because persons who purchased such securities may have a claim
against the Company for the purchase price plus interest. In the event that
purchasers have resold any shares and have suffered a loss (that is sold at a
price less than the price paid for the stock) as a result of such sale, they
may have a claim against the Company, it does not believe that any such
purchaser has suffered a loss on any resale. The Company is considering its
alternatives to remove or reduce, to the extent practical, any contingent
liability resulting from its prior sale of stock, including any possible
defenses and the possibility of undertaking a rescission offer to existing
shareholders, which offer would be registered with the SEC under the 1933 Act.
The Company has discussed this matter, and its potential adverse impact on the
Company's capital structure, with a representatives of its primary federal
banking regulator, the Board of Governors of the Federal Reserve System, and its
other banking regulators. The Company believes it can undertake a successful
rescission offer to eliminate or materially reduce this potential contingent
liability. However, no assurance can be made in that regard.
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.
TOWNE BANCORP, INC.
Date: May 6, 1997 By: /s/Jerome C. Bechstein,
President & CEO
