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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): October 4, 2006
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 (IRS Employer
of incorporation) File Number) 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
On October 4, 2006, the registrant, Intervest Bancshares Corporation ("IBC") and
its wholly owned subsidiary, Intervest Mortgage Corporation ("IMC"), executed a
letter agreement with the spouse of each company's former Chairman, Jerome
Dansker, in connection with each company's obligation to pay death benefits
pursuant to the terms of the employment agreements between Jerome Dansker and
those two companies.
The employment agreements between Jerome Dansker and IBC and IMC contained
similar provisions calling for the payment to Jerome Dansker's spouse, Jean
Dansker, of an amount called the "Distribution Amount" during a period called
the "Distribution Term." The Distribution Amount, in the case of IBC is 50% of
the amounts that would have been paid monthly to Jerome Dansker as salary by IBC
and the Distribution Term is the balance of the term of the agreement, or
through June 30, 2014. In the case of IMC, the Distribution Amount is 25% of the
amounts that would have been paid to Jerome Dansker as salary by IMC and the
Distribution Term is likewise through June 30, 2014.
The letter agreement clarifies that the contractual payments described above
will be paid to Jean Dansker in monthly installments during the Distribution
Term. In the letter agreement, Jean Dansker has agreed that, notwithstanding any
language to the contrary in the agreement, she will accept the death benefit
payments in the form of monthly payments during the Distribution Term, in full
satisfaction of the obligations of IBC and IMC to Jean Dansker. The agreement
also confirms the obligations of both IBC and IMC, in the event of Jean
Dansker's death prior to the end of the Distribution Term, to pay the balance of
any remaining Distribution Amount to Jean Dansker's estate in a lump sum.
SECTION 7 - REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE
As a result of the death of the registrant's former Chairman in August 2006 and
the letter agreement described in Section 1.01 above, the registrant will
recognize a consolidated pre-tax death benefit expense of approximately $1.5
million in its fiscal third quarter ended September 30, 2006. This charge
represents the net present value of the total death benefit payments of $1.9
million that are payable to the Chairman's spouse through June 30, 2014. The
difference between the net present value and the total payments will be
recognized as interest expense in future periods through June 30, 2014. The
pre-tax expense of $1.5 million that will be recorded in the fiscal third
quarter ended September 30, 2006 is less than the $1.9 million previously
estimated by the registrant and reported in its Form 8-K filed on August 22,
2006.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
99.1 Letter Agreement Dated October 4, 2006
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: October 4, 2006 By: /s/ Lowell S. Dansker
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Lowell S. Dansker, Chairman, President and
Chief Executive Officer
(Principal Executive Officer)