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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 19, 2006
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BLUE RIVER BANCSHARES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Indiana 0-24501 35-2016637
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
29 East Washington Street
Shelbyville, Indiana 46176
(Address of Principal Executive Offices, including Zip Code)
(317) 398-9721
(Registrant's Telephone Number, Including Area Code)
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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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 18, 2006, the Registrant entered into an Agreement and Plan of
Reorganization (the "Agreement") with FirstAtlantic Financial Holdings, Inc.
("FirstAtlantic"). A copy of the Agreement is attached as Exhibit 2.1. The
Registrant and FirstAtlantic issued a joint press release on September 19, 2006
announcing the execution of the Agreement. A copy of the joint press release is
attached as Exhibit 99.1.
The Agreement provides for the transfer of all of the operating assets of
Paramount Bank (the "Bank"), a wholly-owned subsidiary of the Registrant, in an
inter-company transaction to another of the Registrant's wholly-owned
subsidiaries, Shelby County Bank. The agreement also provides for the sale of
the charter of the Bank to FirstAtlantic through a stock sale (collectively, the
"Transaction"). In consideration thereof, FirstAtlantic will make a cash payment
to the Registrant in the amount of $1,675,000.
Following the completion of the Transaction, the Registrant will operate the
Bank as a division of Shelby County Bank. The transactions contemplated by the
Agreement remain subject to approval by federal and state regulatory authorities
and other conditions customary for a transaction of this nature.
The Registrant anticipates completing the Transaction during the first quarter
of 2007.
The information set forth above is qualified in its entirety by reference to the
full text of the Agreement which is attached as an exhibit to this Current
Report on Form 8-K.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) - (c) Not applicable.
(d) Exhibits.
2.1 Agreement and Plan of Reorganization, by and between Blue River Bancshares,
Inc. and FirstAtlantic Financial Holdings, Inc., dated September 18, 2006
99.1 Press Release by Blue River Bancshares, Inc. and FirstAtlantic Financial
Holdings, Inc., dated September 19, 2006
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SIGNATURE
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.
Date: September 19, 2006
BLUE RIVER BANCSHARES, INC.
(REGISTRANT)
By: /s/ Russell Breeden, III
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Russell Breeden, III
Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Reorganization, by and between Blue River
Bancshares, Inc. and FirstAtlantic Financial Holdings, Inc., dated
September 18, 2006
99.1 Press Release by Blue River Bancshares, Inc. and FirstAtlantic
Financial Holdings, Inc., dated September 19, 2006
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