SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): November 2, 2012
COVENANT BANCSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
(Commission File Number)
7306 West Madison Street
Forest Park, Illinois 60130
(Address of Principal Executive Offices)
(Registrant’s Telephone Number, Including Area Code)
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:
Item 3.02 Unregistered Sales of Equity Securities.
On November 2, 2012, Covenant Bancshares, Inc. (the “Company”) sold a total of $750,000 of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A par value $25,000 per share (the “Preferred Stock”) in transactions exempt from the Securities Act of 1933, as amended (the “Securities Act”), to William Winston, the Company’s Chairman and Chief Executive Officer. The Preferred Stock will pay cumulative dividends at a rate of 2% per year. Subsequent to such sales of the Preferred Stock, there were a total of 58 shares of Preferred Stock issued and outstanding totaling $1,450,000, all of which is owned by Dr. Winston or entities controlled by him. The shares of Preferred Stock were not registered under the Securities Act in reliance upon the exemption from registration provided by Section 4(2) thereof for transactions not involving a public offering.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.