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Washington, D.C. 20549
Form 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  02/05/2010
Tower Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number:  001-34277
(State or other jurisdiction of
(IRS Employer
Identification No.)
112 Market Street, Harrisburg, Pennsylvania 17101
(Address of principal executive offices, including zip code)
(717) 231-2700
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.03.    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On February 5, 2009, Tower Bancorp, Inc. (NASDAQ: TOBC) (the "Company") accepted subscriptions for and sold, at 100% of their principal amount, an aggregate of $12.0 million of subordinated notes (the "Notes"), on a private placement basis, to accredited investors. The investors included Michael Peck, a director of the Company, and his spouse, who purchased an aggregate of $1,000,000 in principal amount of the Notes. The Notes bear interest, payable on the 15th of January, April, July and October of each year, at a fixed interest rate of 9.0% per year. The Notes have a maturity date of July 1, 2015. The Notes may be redeemed at the option of the Company, in whole or in part, at any time, without penalty or premium, subject to any required regulatory approvals.

The payment of the principal on the Notes may only be accelerated upon the occurrence of certain bankruptcy or receivership related events relating to the Company or a major bank subsidiary of the Company, in which case, upon demand of the holders of a majority of the aggregate principal amount of the outstanding Notes, the principal of all of the Notes shall become due and payable, subject to the receipt of any and all required regulatory approvals.

The Notes are intended to qualify as Tier 2 capital for regulatory purposes, to the extent permitted. It is expected that in accordance with applicable regulatory treatment one-fifth of the original principal amount of the Notes will be excluded each year from Tier 2 capital during the last five years prior to maturity.

The Company expects to use the net proceeds from the sale of the Notes for general corporate purposes, including, without limitation, contribution as equity capital to the Company's wholly-owned subsidiary, Graystone Tower Bank, to support the Bank's continued growth.

This description of the Notes does not purport to be complete and is qualified in its entirety by reference to the form of Subordinated Note Due July 1, 2015 which is attached as Exhibit 4.1 hereto and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits
(d)           Exhibits

                Exhibit No.                        Description

                4.1                                      Form of Subordinated Note Due July 1, 2015


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.
Tower Bancorp, Inc.
Date: February 05, 2010
/s/    Andrew S. Samuel

Andrew S. Samuel
President and Chief Executive Officer


Exhibit No.


Form of Subordinated Note Due July 1, 2015