UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 6, 2015
Bank of the Ozarks, Inc.
(Exact name of registrant as specified in its charter)
Arkansas
(State or other jurisdiction
of incorporation)
| | |
| 0-22759 | | 71-0556208 |
(Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 17901 Chenal Parkway, Little Rock, Arkansas | | 72223 |
| (Address of principal executive offices) | | (Zip Code) |
(501) 978-2265
(Registrant’s telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2.):
| | ¨ | 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 7.01 | Regulation FD Disclosure |
Bank of the Ozarks, Inc. (the “Company”) and Intervest Bancshares Corporation (“Intervest”) jointly announced today the final exchange ratio determined in accordance with the previously announced definitive agreement and plan of merger between the Company and Intervest. Pursuant to the terms of the merger agreement, each share of Intervest common stock issued and outstanding immediately prior to the closing will be converted into the right to receive 0.3014 of a share of the Company’s common stock. Any fractional shares will be paid in cash.
In connection with the closing of the transaction, the Company is expected to issue approximately 6.6 million shares of its common stock for the outstanding shares of Intervest common stock. As previously announced, the transaction is expected to close on February 10, 2015.
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.
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| | | | BANK OF THE OZARKS, INC. |
| | | |
| Date: February 6, 2015 | | | | By: | | /s/ Greg McKinney |
| | | | Name: | | Greg McKinney |
| | | | Title: | | Chief Financial Officer and Chief Accounting Officer |
