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Agreement and Plan of Merger > July 16, 2009 Dear Shareholder, This letter summarizes some important information for our shareholders regarding a proposed prepackaged plan of reorganization pursuant to Chapter 11 of the Bankruptcy Code (the "Plan of Reorganization") that we presented to holders of our trust preferred securities
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July 16, 2009
Dear Shareholder,
This
letter summarizes some important information for our shareholders
regarding a proposed prepackaged plan of reorganization pursuant to
Chapter 11 of the Bankruptcy Code (the “Plan of
Reorganization”) that we presented to holders of our trust
preferred securities (“TruPS”) today for their
approval.
In our
last shareholder letter, we told you that we were unable to obtain
the necessary consent of the holders of our TruPS to a plan of
restructuring of our TruPS obligations that would have allowed us
to convert indebtedness issued pursuant to the TruPS into shares of
our noncumulative perpetual preferred stock. Since the vote on that
plan was concluded, we have been focusing on preparing the Plan of
Reorganization to present to the holders of our TruPS, which is
described in more detail below.
Under
the Plan of Reorganization, approximately $105.3 million of
high-interest cumulative indebtedness would be exchanged for 55,624
shares of Series A 7% fixed rate perpetual noncumulative
preferred stock with a stated value of $1,000 per share
(“Series A Preferred”) and 4,376 shares of
Series B 7% fixed rate convertible perpetual preferred stock
with a stated value of $1,000 per share (“Series B
Preferred” and, together with Series A Preferred, the
“Company Preferred”). Each share of our Series B
Preferred would be convertible into 4,000 shares of our common
stock only upon the consummation of a merg
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