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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): September 20, 2004
INTERVEST BANCSHARES CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 000-23377 13-3699013
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
1 Rockefeller Plaza, Suite 400 New York, New York 10020-2002
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number Including Area Code: (212) 218-2800
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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
(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))
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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
See the information set forth in Item 2.03 below, which is incorporated into
this item 1.01 by reference.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On September 20, 2004, a newly established wholly owned business trust of
Intervest Bancshares Corporation (the "Company") - Intervest Statutory Trust IV
(the "Trust") - sold trust preferred securities due September 20, 2034 in the
aggregate principal amount of $15 million (the "Capital Securities") through FTN
Financial Capital Markets, a division of First Tennessee Bank National
Association. The Capital Securities were sold to institutional investors in a
private transaction, pursuant to an applicable exemption from registration under
the Securities Act of 1933. The net proceeds from the sale, in addition to the
initial capital contribution of $464,000 from the Company to the Trust were
reinvested into the Company in exchange for $15,464,000 of the Company's Junior
Subordinated Debentures due September 20, 2034 (the "Junior Subordinated
Debentures"). The Company's Junior Subordinated Debentures were issued on
September 20, 2004 to the Trust pursuant to an indenture between the Company and
Wilmington Trust Company, as debenture trustee. Issuance costs associated with
this transaction amounted to approximately $235,000.
The Trust was established pursuant to an Amended and Restated Declaration of
Trust among the Company, Wilmington Trust Company, as trustee, and Jerome
Dansker, Lowell S. Dansker and Lawrence G. Bergman, as administrators. Mr.
Jerome Dansker, Mr. Lowell Dansker and Mr. Lawrence Bergman serve as executive
officers and directors of the Company.
The sole assets of the Trust, the obligor on the Capital Securities, are the
Company's Junior Subordinated Debentures. In addition, the Company has
irrevocably and unconditionally guaranteed, pursuant to a guarantee agreement
dated September 20, 2004 delivered by the Company to Wilmington Trust Company,
as trustee for the benefit of the holders of the Capital Securities, the payment
of distributions on, payments on any redemptions of, and any liquidation
distribution with respect to the Capital Securities.
Interest on the Junior Subordinated Debentures is payable quarterly in arrears
on March 20, June 20, September 20 and December 20 of each year based on a fixed
rate of 6.20% per annum for the first five years, and thereafter at the rate of
2.40% over 3-month LIBOR until maturity. The distribution rate and the payment
dates on the Capital Securities coincide with the interest rate and the payment
dates on the Junior Subordinated Debentures.
The Capital Securities are subject to mandatory redemption (i) in whole, but not
in part, upon repayment of the Junior Subordinated Debentures at stated maturity
or, at the option of the Company, their earlier redemption in whole upon the
occurrence of certain changes in the tax treatment or capital treatment of the
Capital Securities, or a change in the law such that the Trust would be
considered an investment company, and (ii) in whole or in part at any time on or
after September 20, 2009 contemporaneously with the optional redemption by the
Company of the Junior Subordinated Debentures in whole or in part.
Interest payments on the Junior Subordinated Debentures (and the corresponding
distributions on the Capital Securities) may be deferred at any time and from
time to time during the term of the Junior Subordinated Debentures at the
election of the Company for up to 20 consecutive quarterly periods (5 years).
There is no limitation on the number of extension periods the Company may elect;
provided, however, no deferral period may extend beyond the maturity date of the
Junior Subordinated Debentures. During an interest deferral period, interest
will continue to accrue on the Junior Subordinated Debentures, and interest on
such accrued interest will accrue at an annual rate equal to the interest rate
in effect for such deferral period, compounded quarterly from the date such
interest would have been payable were it not deferred. At the end of the
deferral period, the Company will be obligated to pay all interest then accrued
and unpaid on the Junior Subordinated Debentures. The indebtedness
evidenced by the Junior Subordinated Debentures is subordinate and junior in
right of payment to the Company's senior indebtedness. The trustee under the
Indenture or the holders of at least 25% of the aggregate principal amount of
the Junior Subordinated Debentures outstanding may declare the entire principal
of the Junior Subordinated Debentures and the interest accrued thereon, if any,
to be due and payable immediately if: (a) the Company defaults in the payment of
any interest upon any Junior Subordinated Debentures following the nonpayment of
any such interest for twenty or more consecutive quarters; (b) a court enters a
decree or order for relief in respect of the Company in an involuntary case
under any applicable bankruptcy, insolvency, reorganization or other similar
law, or appointing a receiver, liquidator, trustee or similar official of the
Company or for any substantial part of its property, or ordering the winding-up
or liquidation of its affairs and such decree or order remains unstayed and in
effect for a period of 90 consecutive days; or (c) the Company commences a
voluntary case under any applicable bankruptcy, insolvency, reorganization or
other similar law, shall consent to the entry of an order for relief in an
involuntary case under any such law, or shall consent to the appointment of or
taking possession by a receiver, liquidator, trustee, custodian or other similar
official of the Company or of any substantial part of its property, or makes any
general assignment for the benefit of creditors, or fails generally to pay its
debts as they become due. If certain other events specified in the Indenture
occur and are continuing with respect to the Junior Subordinated Debentures,
then either the trustee under the Indenture or the holders of at least 25% of
the aggregate principal amount of the Junior Subordinated Debentures may proceed
to remedy the default or breach by judicial proceeding.
A copy of the press release issued by the Company announcing the sale of the
Capital Securities is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
99.1 Press Release dated September 20, 2004
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.
INTERVEST BANCSHARES CORPORATION
Date: September 20, 2004 By: /s/ Lowell S. Dansker
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LOWELL S. DANSKER,
VICE CHAIRMAN, PRESIDENT AND TREASURER
(Principal Executive Officer and
Principal Financial Officer)
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press Release dated September 20, 2004