UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 29, 2005
COMMISSION FILE NUMBER: 001-15933
BLUE VALLEY BAN CORP
(Exact name of registrant as specified in its charter)
KANSAS 48-1070996
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11935 RILEY 66225-6128
OVERLAND PARK, KANSAS (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (913) 338-1000
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:
[ ] 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 (12 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (12 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The information provided in Item 2.03 is incorporated herein by this
reference.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On July 29, 2005, BVBC Capital Trust III, a Delaware statutory trust (the
"Trust") which is a newly formed, wholly-owned subsidiary of Blue Valley Ban
Corp (the "Company"), issued $11,500,000 of preferred securities (the "Trust
Preferred Securities") in a private placement. The Trust Preferred Securities
mature on September 30, 2035, but may be redeemed at the Company's option
beginning on September 30, 2010. The Trust Preferred Securities require
quarterly distributions by the Trust to the holders of the Trust Preferred
Securities at a variable rate which will reset quarterly at the three-month
LIBOR rate plus 1.60%. Distributions are cumulative and will accrue from the
date of original issuance, but may be deferred by the Company from time to time
for up to 20 consecutive quarterly periods. The Company has irrevocably and
unconditionally guaranteed the payment of all required distributions on the
Trust Preferred Securities.
The proceeds of the Trust Preferred Securities received by the Trust, along
with proceeds of $356,000 received by the Trust from the issuance of common
securities (the "Trust Common Securities") by the Trust to the Company were used
to purchase $11,356,000 of the Company's junior subordinated debt securities
(the "Debt Securities"), issued pursuant to an indenture (the "Indenture")
entered into between the Company and Wilmington Trust Company as trustee (the
"Trustee"). The proceeds of the Debt Securities will be used on September 30,
2005 to redeem, in whole, the Company's Junior Subordinated Debentures issued by
BVBC Capital Trust I on July 21, 2000.
The Debt Securities contain substantially the same terms as those described
above for the Trust Preferred Securities.
The description set forth above of the Company's guarantee of the Trust
Preferred Securities is qualified in its entirety by reference to the Guarantee
Agreement filed as an exhibit to this Current Report on Form 8-K and
incorporated herein by reference.
The description set forth above of the Trust Preferred Securities and Trust
Common Securities and the obligations of the Trust pursuant thereto are
qualified in their entirety by reference to the Declaration filed as an exhibit
to this Current Report on Form 8-K and incorporated herein by reference.
The description set forth above of the Debt Securities and the obligations
of the Company pursuant thereto are qualified in their entirety by reference to
the Indenture filed as an exhibit to this Current Report on Form 8-K and
incorporated herein by reference.
ITEM 7.01 REGULATION FD DISCLOSURE
One August 3, 2005, the Company issued a press release announcing the
completion of the private placement of the Trust Preferred Securities. A copy of
the press release is furnished as an exhibit to this Current Report on Form 8-K
and incorporated herein by this reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
4.1 Indenture dated as of July 29, 2005 between Blue Valley Ban Corp and
Wilmington Trust Company
4.2 Amended and Restated Declaration of Trust of BVBC Capital Trust III dated
as of July 29, 2005, among Blue Valley Ban Corp, as depositor, and
Wilmington Trust Company, as Delaware Trustee
4.3 Form of Junior Subordinated Debt Security Due 2035 [included in Exhibit 4.1
hereto]
4.4 Form of Capital Security Certificate [included in Exhibit 4.2 hereto]
10.1 Guarantee Agreement dated as of July 29, 2005 by Blue Valley Ban Corp for
the benefit of the holders of trust preferred securities.
99.1 Press Release Dated August 3, 2005.
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 thereunto duly authorized.
BLUE VALLEY BAN CORP
Date: July 29, 2005 By: /s/ Mark A. Fortino
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Mark A. Fortino,
Chief Financial Officer