SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
(Rule 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT
OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934
INTRUST FINANCIAL CORPORATION
(Name of Issuer)
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INTRUST FINANCIAL CORPORATION
INTRUST MERGER CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, $5.00 PAR VALUE PER SHARE
(Title of Class of Securities)
46120F104
(CUSIP Number of Class of Securities)
---------------
Jay L. Smith
Executive Vice President,
Chief Financial Officer and Secretary
INTRUST Financial Corporation
105 North Main Street
Wichita, Kansas 67202
Telephone: (316) 383-1111
(Name,address and telephone number of Person authorized to receive
notices and communications on behalf of the Persons filing Statement)
---------------
with copies to:
Mark B. Hillis, Esq.
Robert J. Endicott, Esq.
Bryan Cave LLP
One Metropolitan Square
211 N. Broadway, Suite 3600
St. Louis, Missouri 63102
Telephone: (314) 259-2000
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act
of 1933.
c. [ ] A tender offer.
d. [X] None of the above.
Check the following box if soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [ ]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [ ]
CALCULATION OF FILING FEE
================================================================================
Transaction Valuation Amount of Filing Fee
- --------------------------------------------------------------------------------
$19,760,000* $1,817.92**
================================================================================
* Estimated for the purposes of calculating the amount of the filing fee only.
This calculation assumes a maximum purchase of 130,000 cashed-out shares of
Common Stock, par value $5.00 per share (the "Shares" or the "Common Stock"), of
INTRUST Financial Corporation, at a purchase price of $152.00 per Share net in
cash.
** The amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals .000092 of the value of the
transaction.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Filing Party:
-------------------- ----------------------
Form or Registration No: Date Filed:
------------------- ------------------------
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INTRODUCTION
This Rule 13e-3 Transaction Statement (the "Statement") on Schedule
13E-3 (the "Schedule 13E-3") is being filed by INTRUST Financial Corporation, a
Kansas corporation ("INTRUST" or the "Company"), and INTRUST Merger Corporation
("Merger Corp."), a Kansas corporation, pursuant to Section 13(e) of the
Securities Exchange Act of 1934, as amended, and Rule 13e-3 thereunder in
connection with the Agreement and Plan of Merger (the "Merger Agreement"), by
and between the Company and Merger Corp. A copy of the Merger Agreement is
attached as Annex A to the proxy statement provided by the Company
contemporaneously herewith (including all annexes thereto, the "Proxy
Statement"). Concurrently with the filing of this Schedule 13E-3, the Company is
providing to the Securities and Exchange Commission the Proxy Statement,
relating to the Special Meeting of Stockholders of the Company at which the
stockholders will consider and vote upon a proposal to approve and adopt the
Merger Agreement.
All information contained in this Schedule 13E-3 concerning the Company
has been supplied by the Company. The information contained in the Proxy
Statement, including all annexes thereto, is hereby expressly incorporated
herein by reference. As of the date hereof, the Proxy Statement is in
preliminary form and is subject to completion or amendment. This Statement will
be amended to reflect such completion or amendment of the preliminary Proxy
Statement. Capitalized terms used but not defined herein shall have the meanings
given to them in the Proxy Statement. All parenthetical references under the
various Items contained in this Schedule 13E-3 are references to the
corresponding Items contained in Regulation M-A under the Securities Exchange
Act of 1934.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Proxy Statement under "Summary Term
Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The information set forth in the Proxy Statement under "Proposal:
Approval of the Merger Agreement - The Parties" is incorporated herein by
reference.
(b) The information set forth in the Proxy Statement under "Notice of
Special Meeting of Stockholders," "Summary Term Sheet," "Questions and Answers
About the Meeting and the Merger" and "The Special Meeting - Who Can Vote at the
Meeting" is incorporated herein by reference.
(c) The information set forth in the Proxy Statement under "Financial
Data - Per Share Market Price And Dividend Information" is incorporated herein
by reference.
(c) The information set forth in the Proxy Statement under "Proposal:
Approval of the Merger Agreement - Dividend Policies" and "Financial Data - Per
Share Market Price And Dividend Information" is incorporated herein by
reference.
(e) None.
(f) The information set forth in the Proxy Statement under "Special
Factors - Special Pricing Committee; Recommendations of the Board of Directors;
Fairness of the Merger Proposal" is incorporated herein by reference.
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ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The information set forth in the Proxy Statement under "Proposal:
Approval of the Merger Agreement - The Parties" is incorporated herein by
reference. The required information regarding the persons specified in
Instruction C to the Schedule is incorporated herein by reference to the
sections of INTRUST's Annual Report on Form 10-K for the period ended December
31, 2001 (filed March 29, 2002) (File No. 001-13755) entitled "Item 12. Security
Ownership Of Certain Beneficial Owners And Management."
(b) The information set forth in the Proxy Statement under "Proposal:
Approval of the Merger Agreement - The Parties" is incorporated herein by
reference.
(c) The information regarding the persons specified in Instruction C to
the Schedule is incorporated herein by reference to the sections of INTRUST's
Annual Report on Form 10-K for the period ended December 31, 2001 (filed March
29, 2002) (File No. 001-13755) entitled "Item 10. Directors And Executive
Officers of the Registrant" and "Item 12. Security Ownership Of Certain
Beneficial Owners And Management."
The directors and executive officers of INTRUST are:
NAME AND TITLE OTHER THAN DIRECTOR PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS
- ---------------------------------- -----------------------------------------------
Ronald L. Baldwin Banking, INTRUST Bank, N.A., Wichita, Kansas
C. Robert Buford President of Zenith Drilling Co., an oil and gas
drilling and exploration company, Wichita, Kansas
Frank L. Carney Private investor, restaurant management, Wichita,
Kansas
Charles Q. Chandler, Chairman of Banking, INTRUST Financial Corporation, Wichita, Kansas
the Board and Chief Executive
Officer
Charles Q. Chandler IV Banking, INTRUST Financial Corporation, Wichita, Kansas
George T. Chandler Banking, First National Bank, Pratt, Kansas
Stephen L. Clark President of Clark Investment Group, a real estate
company, Wichita, Kansas
Robert L. Darmon Retired; former executive officer of INTRUST; private
investor, Wichita, Kansas
Charles W. Dieker Retired; former Vice President - Marketing of Beech
Aircraft; private investor, Wichita, Kansas
Martin K. Eby, Jr. President of Martin K. Eby Construction, a construction
company, Wichita, Kansas
Richard M. Kerschen President of The Law Co., Inc., a construction company,
Wichita, Kansas
Thomas D. Kitch Attorney, Coulson & Kitch, Wichita, Kansas
Eric T. Knorr President of HQS&C Management Co., LLC, a restaurant
management company, Andover, Kansas
Charles G. Koch Chairman of Koch Industries, an integrated energy
company, Wichita, Kansas
J.V. Lentell Banking, INTRUST Bank, N.A., Wichita, Kansas
William B. Moore Chief Operating Officer of Westar Energy and energy
industry consultant, Wichita, Kansas
Paul A. Seymour, Jr. Retired, private investor, Wichita, Kansas
Kenneth F. Shannon Chief Executive Officer of Metal-Fab, Inc., a
manufacturing company, Wichita, Kansas
Donald C. Slawson Oil and gas, real estate development, Wichita, Kansas
Jay L. Smith, Executive Vice Banking, INTRUST Financial Corporation, Wichita, Kansas
President, Chief Financial
Officer and Secretary
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John T. Stewart III Banking, Wellington, Kansas
Jeffrey L. Turner Vice President, Boeing of Wichita, Wichita, Kansas
Rick L. Beach, Executive Vice Banking, INTRUST Financial Corporation, Wichita, Kansas
President and Chief Credit
Officer
Steve L. Hipp, Executive Vice Banking, INTRUST Bank, N.A., Wichita, Kansas
President
During the last five years, neither INTRUST nor, to its knowledge, any
of the directors or executive officers thereof has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a party
to any judicial or administrative proceeding (except for matters that were
dismissed without sanction or settlement) that resulted in a judgment, decree or
final order enjoining future violations of, or prohibiting activities subject
to, federal or state securities laws, or finding any violation of federal or
state securities laws.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the Proxy Statement under "Summary Term
Sheet," "The Special Meeting - Vote Required," "Special Factors - Background Of
The Merger Proposal," " - The Effects Of The Merger," " - Certain U.S. Federal
Income Tax Consequences," " - Special Pricing Committee; Recommendations of the
Board of Directors; Fairness of the Merger Proposal," "Proposal: Approval of the
Merger Agreement - Summary," " - Reasons for the Merger," " - Effect on
Stockholders," " - Effect of the Merger Proposal on INTRUST Stockholder," " -
The Merger Agreement" and " - Anticipated Accounting Treatment" is incorporated
herein by reference.
(c) The information set forth in the Proxy Statement under "Proposal:
Approval of the Merger Agreement - Effect on Stockholders" and " - Effect of the
Merger Proposal on INTRUST Stockholders" is incorporated herein by reference.
(d) The information set forth in the Proxy Statement under "Proposal:
Approval of the Merger Agreement - Dissenters' and Appraisal Rights" is
incorporated herein by reference.
(e) None. The information set forth in the Proxy Statement under
"Special Factors - Special Pricing Committee; Recommendations of the Board of
Directors; Fairness of the Merger Proposal" is incorporated herein by reference.
(f) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) None.
(b) The information set forth in the Proxy Statement under "Special
Factors - Background Of The Merger Proposal" is incorporated herein by
reference.
(c) The information set forth in the Proxy Statement under "Special
Factors - Background Of The Merger Proposal" is incorporated herein by
reference.
(e) The information set forth in the Proxy Statement under "Security
Ownership of Certain Beneficial Owners and Management" and "Proposal: Approval
of the Merger Agreement - The Merger Agreement" is incorporated herein by
reference.
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ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) The information set forth in the Proxy Statement under "Proposal:
Approval of the Merger Agreement - The Merger Agreement - Conversion of Shares
in the Merger" is incorporated herein by reference.
(c)(1)-(8) The information set forth in the Proxy Statement under
"Special Factors - The Effects Of The Merger," " - Redemption of Publicly Held
Trust Preferred Securities," "Security Ownership of Certain Beneficial Owners
and Management - Subsequent Sale of Qualifying Shares," "Proposal: Approval of
the Merger Agreement - Effect of the Merger Proposal on INTRUST," " - The Merger
Agreement" and " - Dividend Policies" is incorporated herein by reference.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth in the Proxy Statement under "Special
Factors - Background Of The Merger Proposal," " - Special Pricing Committee;
Recommendations of the Board of Directors; Fairness of the Merger Proposal,"
"Proposal: Approval of the Merger Agreement - Overview" and " - Reasons for the
Merger" is incorporated herein by reference.
(b) The information set forth in the Proxy Statement under "Special
Factors - Background Of The Merger Proposal" is incorporated herein by
reference.
(c) The information set forth in the Proxy Statement under "Special
Factors - Background Of The Merger Proposal," " - Special Pricing Committee;
Recommendations of the Board of Directors; Fairness of the Merger Proposal" and
" - Merger Corp.'s Determination of Fairness of the Merger Proposal" is
incorporated herein by reference.
(d) The information set forth in the Proxy Statement under "Special
Factors - The Effects Of The Merger," " - Effects On Stockholders," " -
Redemption of Publicly Held Trust Preferred Securities," " - Certain U.S.
Federal Income Tax Consequences," " - Conduct of INTRUST's Business After the
Merger," "Proposal: Approval of the Merger Agreement - Effect on Stockholders,"
" - Effect of the Merger Proposal on INTRUST Stockholders" and " - Effect of the
Merger Proposal on INTRUST" is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) The information set forth in the Proxy Statement under "Special
Factors - Special Pricing Committee; Recommendations of the Board of Directors;
Fairness of the Merger Proposal" and " - Merger Corp.'s Determination of
Fairness of the Merger Proposal" is incorporated herein by reference.
(b) The information set forth in the Proxy Statement under "Special
Factors - Special Pricing Committee; Recommendations of the Board of Directors;
Fairness of the Merger Proposal" and " - Merger Corp.'s Determination of
Fairness of the Merger Proposal" is incorporated herein by reference.
(c) The information set forth in the Proxy Statement under "The Special
Meeting - Vote Required," " - Special Pricing Committee; Recommendations of the
Board of Directors; Fairness of the Merger Proposal" and "Proposal; Approval of
the Merger Agreement - The Merger Agreement" is incorporated herein by
reference.
(d) The information set forth in the Proxy Statement under "Special
Factors - Special Pricing Committee; Recommendations of the Board of Directors;
Fairness of the Merger Proposal" is incorporated herein by reference.
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(e) The information set forth in the Proxy Statement under "Special
Factors - Special Pricing Committee; Recommendations of the Board of Directors;
Fairness of the Merger Proposal" is incorporated herein by reference.
(f) None.
ITEM 9. REPORTS, OPINIONS, APPRAISALS, AND CERTAIN NEGOTIATIONS
(a) The information set forth in the Proxy Statement under "Special
Factors - Special Pricing Committee; Recommendations of the Board of Directors;
Fairness of the Merger Proposal" and " - Opinion of the Financial Advisor" is
incorporated herein by reference.
(b) The information set forth in the Proxy Statement under "Special
Factors - Background Of The Merger Proposal" and " - Special Pricing Committee;
Recommendations of the Board of Directors; Fairness of the Merger Proposal" is
incorporated herein by reference.
(c) The information set forth in the Proxy Statement under "Additional
Documents and Other Information Incorporated By Reference" is incorporated
herein by reference. The opinion of Keefe, Bruyette & Woods, Inc., in addition
to being attached as Annex B of the Proxy Statement, will be made available for
inspection and copying at the principal executive offices of INTRUST during its
regular business hours by any interested equity security holder of INTRUST or
representative who has been so designated in writing.
ITEM 10. SOURCE AND AMOUNTS OF FUND OR OTHER CONSIDERATION.
(a) The information set forth in the Proxy Statement under "Special
Factors - The Effects Of The Merger" is incorporated herein by reference.
(b) Not applicable or none.
(c) The information set forth in the Proxy Statement under "Special
Factors - The Effects Of The Merger" and "Proposal: Approval of the Merger
Agreement - Fees And Expenses" is incorporated herein by reference.
(d) Not applicable.
ITEM 11. INTERESTS IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth in the Proxy Statement under "Security
Ownership Of Certain Beneficial Owners And Management" is incorporated herein by
reference.
(b) None.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d) The information set forth in the Proxy Statement under "Special
Factors - Special Pricing Committee; Recommendations of the Board of Directors;
Fairness of the Merger Proposal" is incorporated herein by reference.
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(e) The information set forth in the Proxy Statement under "Special
Factors - Special Pricing Committee; Recommendations of the Board of Directors;
Fairness of the Merger Proposal" is incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS.
(a) The required information is incorporated herein by reference to (a)
the Consolidated Financial Statements, and the notes thereto, of INTRUST as of
and for its fiscal year ended December 31, 2001, set forth under Item 8 of
INTRUST's Form 10-K for the year ended December 31, 2001 (filed March 29, 2002)
(File No. 001-13755), (b) the unaudited balance sheet, comparative year-to-date
income statement, related earnings per share data, statement of cash flows and
comprehensive income included in INTRUST's Form 10-Q for the quarter ended
September 30, 2002 (filed November 13, 2002) (File No. 001-13755), and (c) the
information set forth in the Proxy Statement under "Financial Data - Selected
Historical Financial Data." INTRUST does not calculate a ratio of earnings to
fixed charges in its regularly prepared financial statements.
(b) The information set forth in the Proxy Statement under "Financial
Data - Pro Forma Consolidated Financial Statements (Unaudited)" is incorporated
herein by reference. INTRUST does not calculate a ratio of earnings to fixed
charges in its regularly prepared financial statements.
ITEM 14. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information set forth in the Proxy Statement under "Questions
and Answers About The Meeting And The Merger" and "The Special Meeting -
General" is incorporated herein by reference.
(b) None, except as disclosed pursuant to paragraph (a) of Item 1009 of
Regulation M-A and Item 1007 of Regulation M-A.
ITEM 15. ADDITIONAL INFORMATION.
(b) The information contained in the Proxy Statement, including all
appendices attached thereto, is incorporated herein by reference.
ITEM 16. MATERIAL TO BE FILED AS EXHIBITS.
(a) Proxy Statement of INTRUST.
(c)(2) Opinion of Keefe, Bruyette & Woods, Inc. dated December 10, 2002
(included as Annex B to INTRUST's Proxy Statement, which is included as
Exhibit (a)(1) to this Schedule 13E-3).
(d) Agreement and Plan of Merger by and between INTRUST and INTRUST Merger
Corporation (included as Annex A to INTRUST's Proxy Statement, which is
included as Exhibit (a) to this Schedule 13E-3).
(f) K.S.A. 17-6712 (included as Annex C to INTRUST's Proxy Statement, which
is included as Exhibit (a) to this Schedule 13E-3).
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete, and correct.
Dated: January 16, 2003
INTRUST FINANCIAL CORPORATION
By: /s/ Jay L. Smith
--------------------------------------
Name: Jay L. Smith
Title: Executive Vice President, Chief Financial
Officer and Secretary
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
(a) Proxy Statement of INTRUST.
(c)(2) Opinion of Keefe, Bruyette & Woods, Inc. dated December 10,
2002 (included as Annex B to INTRUST's Proxy Statement, which
is included as Exhibit (a) to this Schedule 13E-3).
(d) Agreement and Plan of Merger by and between INTRUST and INTRUST
Merger Corporation (included as Annex A to INTRUST's Proxy
Statement, which is
included as Exhibit (a) to this Schedule 13E-3).
(f) K.S.A. 17-6712 (included as Annex C to INTRUST's Proxy
Statement, which is included as Exhibit (a) to this Schedule
13E-3).
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