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) October 4, 2004
Blue River Bancshares, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Indiana
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(State or Other Jurisdiction of Incorporation)
0-24501 35-2016637
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(Commission File Number) (IRS Employer Identification No.)
29 E. Washington Street, Shelbyville, Indiana 46176
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(Address of Principal Executive Offices) (Zip Code)
(317) 398-9721
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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. below):
/X/ 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 4, 2004 Blue River Bancshares, Inc. (the "Company") entered into a
Severance Agreement and Release (the "Agreement") with Lawrence T. Toombs
("Toombs") pursuant to which Toombs resigned as the President and a director of
the Company and as the President and Chief Executive Officer and a director of
the Company's wholly-owned subsidiary, Shelby County Bank. Under the terms of
the Agreement, Mr. Toombs' will receive his base compensation until August 2,
2005 in addition to other benefits.
A copy of the Agreement is attached as Exhibit 10.1. A copy of the press release
issued by the Company in connection with Mr. Toombs' resignation is attached as
Exhibit 99.1.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
Pursuant to the terms of the Agreement, as described in Item 1.01 of this
Current Report on Form 8-K, the Employment Agreement, dated August 2, 2002, by
and between the Company and Toombs and the Employment Agreement, dated August 2,
2002, by and between Shelby County Bank and Toombs (collectively, the
"Employment Agreements") were terminated effective as of the effective time of
the Agreement. A description of the Employment Agreements is contained in the
Company's definitive proxy statement for the 2004 Annual Meeting of Shareholders
(the "2004 Proxy Statement"), as filed with the United States Securities and
Exchange Commission (the "SEC") on April 8, 2004, which description is
incorporated by reference in this Current Report on Form 8-K.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
Pursuant to the terms of the Agreement, as described under Item 1.01 of this
Current Report on Form 8-K, Toombs resigned as the President and as a director
of the Company effective as of October 4, 2004.
As previously announced in a Current Report on Form 8-K, dated September 1,
2004, the Company is a party to an Agreement of Affiliation and Merger (the
"Merger Agreement") by and among the Company, Shelby County Bank, Heartland
Bancshares, Inc. and Heartland Community Bank on August 31, 2004. In
anticipation of certain management changes which are contemplated by the Merger
Agreement, the Board of Directors will appoint Russell Breeden, III ("Breeden"),
the Company's Chairman as the President of the Company. Randy Collier
("Collier"), the Company's current Executive Vice President, will be appointed
as the acting President and Chief Executive Officer of Shelby County Bank.
The 2004 Proxy Statement contains a description, which description is
incorporated by reference in this Current Report on Form 8-K, of (i) the
business experience of Breeden and Collier for the past five (5) years; (ii) any
material transactions with the Company in which Breeden or Collier, or an
immediate family member of either, had a material interest during the last two
(2) years; and (iii) Collier's Change in Control Agreement with the Company.
Shareholders are urged to read the joint proxy statement/prospectus regarding
the transactions contemplated in the Merger Agreement when it becomes available,
because it will contain important information. Shareholders and other interested
persons will be able to obtain a free copy of the joint proxy
statement/prospectus, as well as other filings containing information about Blue
River and Heartland, without charge, at the Securities and Exchange Commission's
internet site (http://www.sec.gov). Copies of the joint proxy
statement/prospectus and the filings with the Securities and Exchange Commission
that will be incorporated by reference in the joint proxy statement/prospectus
can also be obtained, without charge, by directing a request to the Corporate
Secretary of Blue River Bancshares, Inc., at 29 E. Washington Street, P.O. Box
927, Shelbyville, Indiana 46176, or to the Corporate Secretary of Heartland
Bancshares, Inc., 420 North Morton Street, Franklin, Indiana 46131.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
10.1 Severance Agreement and Release, dated October 4, 2004, by and
among Blue River Bancshares, Inc., Shelby County Bank and
Lawrence T. Toombs.
99.1 Press Release dated October 4, 2004.
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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.
BLUE RIVER BANCSHARES, INC.
(Registrant)
Date: October 4, 2004 By: /s/ Russell Breeden, III
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Russell Breeden, III
Chairman and Chief Executive Officer
INDEX TO EXHIBITS
Exhibit No. Description
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10.01 Severance Agreement and Release, dated October 4,
2004, by and among Blue River Bancshares, Inc.,
Shelby County Bank and Lawrence T. Toombs
99.1 Press Release dated October 4, 2004