As filed with the Securities and Exchange Commission on December 12, 2008
Registration No. 333-154414
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BLUE VALLEY BAN CORP.
(Exact name of registrant as specified in its charter)
Kansas 6022 48-1070996
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
11935 Riley
Overland Park, Kansas 66225-6128
(913) 338-1000
--------------
Agent for Service: Copies of Communications to:
Robert D. Regnier Steven F. Carman, Esq.
President and Chief Executive Officer Husch Blackwell Sanders LLP
Blue Valley Ban Corp. 4801 Main Street, Suite 1000
11935 Riley Kansas City, Missouri 64112
Overland Park, Kansas 66225-6128 (816) 983-8000
(913) 338-1000
--------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |X|
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b2 of the Exchange Act.
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller reporting company |X|
CALCULATION OF REGISTRATION FEE
=====================================================================================================================================
Title of Each Class Amount to be Proposed Proposed Aggregate Amount of
Offering
of Securities to Price Per
be Registered Registered Share Offering Price Registration Fee
- -------------------------------------------------------------------------------------------------------------------------------------
Nontransferable common 2,470,242 -- -- -- (1)
stock subscription rights
Common Stock, par value $1.00 per share 334,000 $18.00 (2) $6,012,000 (2) $335.47
=====================================================================================================================================
(1) The nontransferable subscription rights are being issued without
consideration. Pursuant to Rule 457(g) under the Securities Act of 1933, as
amended, no separate registration fee is required because the rights are
being registered in the same registration statement as the securities to be
offered pursuant thereto.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
========================================================================================================================================
Explanatory Note
This Amendment No. 2 to the Registration Statement on Form S-1 is being
filed solely for the purposes of amending Item 16 of Part II of the Registration
Statement and to file the exhibits indicated in such Item. Accordingly, this
Amendment No. 2 consists only of the facing page, this explanatory note and Part
II to the Registration Statement. No changes are being made to Part I of the
Registration Statement by this filing and therefore it has been omitted.
================================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth all costs and expenses, payable by us in
connection with the common stock subscription rights offering being registered
hereunder. All of the amounts shown are estimates except for the Securities and
Exchange Commission registration fee.
SEC registration fee.................................... $ 335.47
------------
Printing and mailing expenses*.......................... $ 3,750
------------
Legal fees and expenses*................................ $ 45,000
------------
Accounting fees and expenses*........................... $ 15,000
------------
Subscription Agent fees and expenses*................... $ 10,250
------------
Total.......................................... $ 74,335.47
============
* Estimated pursuant to instruction to Rule 511 of Regulation S-K.
Item 14. Indemnification of Directors and Officers
Section 17-6305 of the Kansas General Corporation Code (the "KGCC") and
Article VIII of Blue Valley's Bylaws provide generally and in pertinent part
that Blue Valley may indemnify its directors, officers, employees or agents
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by them in connection with any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except actions by or in the right of the corporation, if, in
connection with the matters in issue, they acted in good faith and in a manner
they reasonably believed to be in, or not opposed to, the best interests of the
corporation, and in connection with any criminal suit or proceeding, if in
connection with the matters in issue, they had no reasonable cause to believe
their conduct was unlawful. Article VIII of Blue Valley's Bylaws provides that
Blue Valley shall not be required to indemnify or advance expenses to any person
in connection with an action, suit or proceeding initiated by such person (other
than an action, suit or proceeding initiated by such person to enforce his right
to indemnification and advancement of expenses pursuant to Section 7 of Article
VIII of the Bylaws) unless the initiation of such action, suit or proceeding was
authorized in advance by the Board of Directors. Section 17-6305 and Article
VIII of our Bylaws further provide that in connection with the defense or
settlement of any action by or in the right of the corporation to procure a
judgment in its favor, Blue Valley may indemnify its directors, officers,
employees or agents against expenses actually and reasonably incurred by them in
connection with the defense or settlement of the action or suit if they acted in
good faith and in a manner they reasonably believed to be in, or not opposed to,
the best interests of the corporation; provided, however, that no
indemnification shall be made in any action as to which they have been adjudged
to be liable to the corporation unless, and only to the extent that, a court
deciding such action determines that, despite the adjudication of liability but
in view of all of the circumstances of the case, they are fairly and reasonably
entitled to indemnification for such expenses as the court deems proper.
Section 9 of Article VIII of our Bylaws and Section 17-6305(g) of the KGCC
provides that upon resolution passed by the Board of Directors, Blue Valley may
purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Blue Valley or is or was
serving at the request of Blue Valley, against any liability asserted against
him and incurred by him in such capacity, or arising out of his status as such,
whether or not Blue Valley would have the power to indemnify him against such
liability under the provisions of the Bylaws or Section 17-6305 of the KGCC.
Blue Valley's directors and officers are insured against losses arising from any
claim against them as such for wrongful acts or omissions, subject to certain
limitations.
Article IX of Blue Valley's Amended and Restated Articles of Incorporation
(the "Articles") provides that Blue Valley shall indemnify its officers,
directors and advisory directors to the fullest extent permitted by law. Article
X provides that Blue Valley's directors and advisory directors shall not be
liable for monetary damages for breach of a fiduciary duty, except to the extent
such exemption from liability is not permitted under the KGCC. As provided in
Section 17-6002(b)(8) of the KGCC, Articles IX and X do not limit or eliminate
liability (i) for any breach of the director's duty of loyalty to Blue Valley or
its shareholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for paying a
dividend or approving a stock repurchase in violation of the KGCC or (iv) for
any transaction from which the director derived an improper personal benefit.
Federal banking law, which is applicable to us as a financial holding
company and to the Bank as an insured depository institution, limits our and the
Bank's ability to indemnify their directors and officers. Neither the Bank nor
we may make, or agree to make, indemnification payments to an
institution-affiliated party such as an officer or director in connection with
any administrative or civil action instituted by a federal banking agency if as
a result of the banking agency action the indemnitee is assessed a civil money
penalty, is removed from office or prohibited from participating in the conduct
of our or the Bank's affairs, or is subject to a cease and desist order. Prior
to the resolution of any action instituted by the applicable banking agency, the
Bank, or we, as applicable, may indemnify officers and directors only if the
respective board of directors, as the case may be, (i) determines in writing
that the indemnified person acted in good faith and in a manner he/she believed
to be in the best interest of the institution, (ii) determines after
investigation that making indemnification payments would not affect our safety
and soundness or the safety and soundness of the Bank, as the case may be, (iii)
if the indemnified party agrees in writing to reimburse us or the Bank, as the
case may be, for any indemnity payments which turn out to be impermissible, and
(iv) determines that the indemnification payments would not otherwise be
prohibited by federal banking law.
Item 15. Recent Sales of Unregistered Securities
Not applicable.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
Exhibit No. Description
1 Omitted - Inapplicable.
2.1 Agreement and Plan of Merger between Unison Bancorp, Inc., BVBC Acquisition I, Inc. and Blue
Valley Ban Corp., dated as of November 2, 2006*****
2.2 Acquisition Agreement and Plan of Merger among Northland National Bank, Blue Valley Ban Corp.
and Western National Bank, dated as of March 2, 2007 *****
2.3 Purchase and Assumption Agreement among Northland National Bank, Bank of Blue Valley and Blue
Valley Ban Corp., dated as of March 2, 2007*****
3.1 Amended and Restated Articles of Incorporation of Blue Valley Ban Corp. *
3.2 Bylaws, as amended, of Blue Valley Ban Corp. *
Part II-2
3.3 Certificate of Designations dated December 3, 2008.
4.1 1998 Equity Incentive Plan. *
4.2 1994 Stock Option Plan. *
4.3 Form of Agreement as to Expenses and Liabilities. *
4.4 Form of Indenture dated April 10, 2003, between Blue Valley Ban Corp. and Wilmington Trust
Company **
4.5 Amended and Restated Declaration of Trust dated April 10, 2003 **
4.6 Guarantee Agreement dated April 10, 2003 **
4.7 Fee Agreement dated April 10, 2003 **
4.8 Specimen of Floating Rate Junior Subordinated Debt Security **
4.9 Form of Indenture dated as of July 29, 2005 between Blue Valley Ban Corp. and Wilmington Trust
Company***
4.10 Amended and Restated Declaration of Trust dated July 29, 2005***
4.11 Guarantee Agreement dated July 29, 2005***
4.12 Warrant to Purchase Common Stock dated December 5, 2008.
5 Opinion of Husch Blackwell Sanders LLP as to legality of the common stock being registered and
sold. ###
8
Omitted - Inapplicable.
9
Omitted - Inapplicable.
10.1 Promissory Note of Blue Valley Building dated July 15, 1994. *
10.2 Mortgage, Assignment of Leases and Rents and Security Agreement between Blue Valley Building
and Businessmen's Assurance Company of America, dated July 15, 1994. *
10.3 Assignment of Leases and Rents between Blue Valley Building and Businessmen's Assurance Company
of America dated July 15, 1994. *
10.4 Line of Credit Note with JP Morgan Chase dated June 15, 2005 ****
10.5 Term Note with JP Morgan Chase dated June 15, 2005 ****
10.6 Agreement and Plan of Merger between Unison Bancorp, Inc., BVBC Acquisition I, Inc. and Blue
Valley Ban Corp., dated as of November 2, 2006 (included in Exhibit 2)*****
10.7 Acquisition Agreement and Plan of Merger among Northland National Bank, Blue Valley Ban Corp.
and Western National Bank, dated as of March 2, 2007 (included in Exhibit 2)*****
10.8 Purchase and Assumption Agreement among Northland National Bank, Bank of Blue Valley and
Part II-3
Blue Valley Ban Corp., dated as of March 2, 2007 (included in Exhibit 2)*****
10.9 Waiver Letter and Proposed Term Sheet with JP Morgan Chase dated October 15, 2008. ##
10.10 Letter Agreement dated December 5, 2008, including Securities Purchase Agreement - Standard
Terms incorporated by reference therein, between Blue Valley Ban Corp. and the United States
Department of the Treasury.
10.11 Amendment and Waiver by and among Bank of Blue Valley, Blue Valley Ban Corp. and its
Senior Executive Officers.
11 Statement regarding computation of per share earnings. +
12 Omitted - Inapplicable.
15 BKD, LLP letter regarding unaudited interim financial information. ###
16 Omitted - Inapplicable.
21 Subsidiaries of Blue Valley Ban Corp. +
23.1 Consent of BKD, LLP (included in Exhibit 15).
23.2 Consent of Husch Blackwell Sanders LLP (included in Exhibit 5).
24.1 Power of Attorney. #
25 Omitted - Inapplicable.
26 Omitted - Inapplicable.
99.1 Form of Letter of Transmittal to Stockholders. ###
99.2 Form of Letter of Transmittal to Nominees. ###
99.3 Form of Instructions as to use of Blue Valley Subscription Rights Certificates. ###
99.4 Form of Notice of Guaranteed Delivery. ###
99.5 Form of Beneficial Owner Election Form. ###
99.6 Form of Subscription Rights Certificate. ###
99.7 Form of Subscription Agent Agreement. ###
99.8 Form of Revised Subscription Rights Certificate.
99.9 Form of Revised Beneficial Owner Election Form.
- -----------------------
* Filed with the Commission on April 11, 2000 as an Exhibit to Blue Valley's
Registration Statement on Form S-1, Amendment No. 1, Fine No. 333-3428.
Exhibit incorporated herein by reference.
** Filed with the Commission on March 19, 2004 as an Exhibit to Blue Valley's
Annual Report on Form 10-K incorporated herein by reference.
*** Filed with the Commission on July 29, 2005 as an Exhibit to Blue Valley's
Current Report on From 8-K. Exhibit incorporated herein by reference.
Part II-4
**** Filed with the Commission on March 24, 2005 as an Exhibit to Blue Valley's
Annual Report on Form 10-K. Exhibit incorporated herein by reference.
***** Filed with the Commission on March 28, 2007 as an Exhibit to Blue Valley's
Annual Report on Form 10-K. Exhibit incorporated herein by reference.
+ Filed with the Commission on March 27, 2008 as an Exhibit to Blue Valley's
Annual Report on Form 10-K. Exhibit incorporated herein by reference.
# Set forth on the signature page to Blue Valley's Registration Statement on
Form S-1 filed with the Commission on October 17, 2008.
## Filed with the Commission on October 17, 2008 as an Exhibit to Blue
Valley's Registration Statement on Form S-1.
### Filed with the Commission on November 10, 2008 as an Exhibit to Blue
Valley's Registration Statement on Form S-1.
(b) Financial Statement Schedules
All financial statement schedules have been omitted because they are either
not applicable or the required information has been included in the consolidated
financial statements or notes thereto incorporated by reference into this
Prospectus.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as
part of the registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in the registration statement or
prospectus that is part of the registration
Part II-5
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of the
securities, the undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be filed
pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used or
referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about the
undersigned registrant or its securities provided by or on behalf of
the undersigned registrant; and
(iv) Any other communication that is an offer in the offering
made by the undersigned registrant to the purchaser.
The undersigned registrant hereby undertakes to supplement the prospectus,
after the expiration of the subscription period, to set forth the results of the
subscription offer, the amount of unsubscribed securities, and the terms of any
subsequent reoffering thereof. If any public offering is to be made on terms
differing from those set forth on the cover page of the prospectus, a
post-effective amendment will be filed to set forth the terms of such offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Part II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Overland
Park, State of Kansas, on the 8th day of December, 2008.
BLUE VALLEY BAN CORP.
By: /s/ Robert D. Regnier
-------------------------------------------------
Robert D. Regnier, President, Chief Executive
Officer and Director (Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert D. Regnier President, Chief Executive Officer and December 8, 2008
- -----------------------------------
Robert D. Regnier Director (Principal Executive Officer)
/s/ Mark A. Fortino Chief Financial Officer (Principal
- -----------------------------------
Mark A. Fortino Financial and Accounting Officer) December 8, 2008
*
- ------------------------------------
Donald H. Alexander Director
*
- ------------------------------------
Michael J. Brown Director
*
- ------------------------------------
Thomas A. McDonnell Director
*
- ------------------------------------
Anne D. St. Peter Director
*
- ------------------------------------
Robert D. Taylor Director
*By: /s/ Robert D. Regnier
-----------------------------------
Robert D. Regnier, Attorney in Fact
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
1 Omitted - Inapplicable.
2.1 Agreement and Plan of Merger between Unison Bancorp, Inc., BVBC Acquisition I, Inc.
and Blue Valley Ban Corp., dated as of November 2, 2006*****
2.2 Acquisition Agreement and Plan of Merger among Northland National Bank, Blue Valley
Ban Corp. and Western National Bank, dated as of March 2, 2007 *****
2.3 Purchase and Assumption Agreement among Northland National Bank, Bank of Blue Valley
and Blue Valley Ban Corp., dated as of March 2, 2007*****
3.1 Amended and Restated Articles of Incorporation of Blue Valley Ban Corp. *
3.2 Bylaws, as amended, of Blue Valley Ban Corp. *
3.3 Certificate of Designations dated December 3, 2008.
4.1 1998 Equity Incentive Plan. *
4.2 1994 Stock Option Plan. *
4.3 Form of Agreement as to Expenses and Liabilities. *
4.4 Form of Indenture dated April 10, 2003, between Blue Valley Ban Corp. and Wilmington
Trust Company **
4.5 Amended and Restated Declaration of Trust dated April 10, 2003 **
4.6 Guarantee Agreement dated April 10, 2003 **
4.7 Fee Agreement dated April 10, 2003 **
4.8 Specimen of Floating Rate Junior Subordinated Debt Security **
4.9 Form of Indenture dated as of July 29, 2005 between Blue Valley Ban Corp. and
Wilmington Trust Company***
4.10 Amended and Restated Declaration of Trust dated July 29, 2005***
4.11 Guarantee Agreement dated July 29, 2005***
4.12 Warrant to Purchase Common Stock dated December 5, 2008
5 Opinion of Husch Blackwell Sanders LLP as to legality of the common stock being
registered and sold. ###
8
Omitted - Inapplicable.
9
Omitted - Inapplicable.
10.1 Promissory Note of Blue Valley Building dated July 15, 1994. *
10.2 Mortgage, Assignment of Leases and Rents and Security Agreement between Blue Valley
Building and Businessmen's Assurance Company of America, dated July 15, 1994. *
10.3 Assignment of Leases and Rents between Blue Valley Building and Businessmen's
Assurance Company of America dated July 15, 1994. *
10.4 Line of Credit Note with JP Morgan Chase dated June 15, 2005 ****
10.5 Term Note with JP Morgan Chase dated June 15, 2005 ****
10.6 Agreement and Plan of Merger between Unison Bancorp, Inc., BVBC Acquisition I, Inc.
and Blue Valley Ban Corp., dated as of November 2, 2006 (included in Exhibit 2)*****
10.7 Acquisition Agreement and Plan of Merger among Northland National Bank, Blue Valley
Ban Corp. and Western National Bank, dated as of March 2, 2007 (included in Exhibit
2)*****
10.8 Purchase and Assumption Agreement among Northland National Bank, Bank of Blue Valley
and Blue Valley Ban Corp., dated as of March 2, 2007 (included in Exhibit 2)*****
10.9 Waiver Letter and Proposed Term Sheet with JP Morgan Chase dated October 15, 2008. ##
10.10 Letter Agreement dated December 5, 2008, including Securities Purchase Agreement -
Standard Terms incorporated by reference therein, between Blue Valley Ban Corp. and
the United States Department of the Treasury.
10.11 Amendment and Waiver by and among Bank of Blue Valley, Blue Valley Ban Corp.
and its Senior Executive Officers.
11 Statement regarding computation of per share earnings. +
12 Omitted - Inapplicable.
15 BKD, LLP letter regarding unaudited interim financial
information. ###
16 Omitted - Inapplicable.
21 Subsidiaries of Blue Valley Ban Corp. +
23.1 Consent of BKD, LLP (included in Exhibit 15).
23.2 Consent of Husch Blackwell Sanders LLP (included in Exhibit 5).
24.1 Power of Attorney. #
25 Omitted - Inapplicable.
26 Omitted - Inapplicable.
99.1 Form of Letter of Transmittal to Stockholders. ###
99.2 Form of Letter of Transmittal to Nominees. ###
99.3 Form of Instructions as to use of Blue Valley Subscription Rights Certificates. ###
99.4 Form of Notice of Guaranteed Delivery. ###
99.5 Form of Beneficial Owner Election Form. ###
99.6 Form of Subscription Rights Certificate. ###
99.7 Form of Subscription Agent Agreement. ###
99.8 Form of Revised Subscription Rights Certificate.
99.9 Form of Revised Beneficial Owner Election Form.
- -----------------------
* Filed with the Commission on April 11, 2000 as an Exhibit to Blue Valley's
Registration Statement on Form S-1, Amendment No. 1, Fine No. 333-3428.
Exhibit incorporated herein by reference.
** Filed with the Commission on March 19, 2004 as an Exhibit to Blue Valley's
Annual Report on Form 10-K incorporated herein by reference.
*** Filed with the Commission on July 29, 2005 as an Exhibit to Blue Valley's
Current Report on From 8-K. Exhibit incorporated herein by reference.
**** Filed with the Commission on March 24, 2005 as an Exhibit to Blue Valley's
Annual Report on Form 10-K. Exhibit incorporated herein by reference.
***** Filed with the Commission on March 28, 2007 as an Exhibit to Blue Valley's
Annual Report on Form 10-K. Exhibit incorporated herein by reference.
+ Filed with the Commission on March 27, 2008 as an Exhibit to Blue Valley's
Annual Report on Form 10-K. Exhibit incorporated herein by reference.
# Set forth on the signature page to Blue Valley's Registration Statement on
Form S-1 filed with the Commission on October 17, 2008.
## Filed with the Commission on October 17, 2008 as an Exhibit to Blue
Valley's Registration Statement on Form S-1.
### Filed with the Commission on November 10, 2008 as an Exhibit to Blue
Valley's Registration Statement on Form S-1.