Additional Proxy Soliciting Materials (definitive) (defa14a)

 

 

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): December 31, 2014

 

 

INTERVEST BANCSHARES CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware		000-23377		13-3699013
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

 

1 Rockefeller Plaza, Suite 400 New York, New York		10020-2002
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number Including Area Code: [phone]

 

 

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)

 

x

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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Item 8.01

Other Events.

On December 31, 2014, Intervest Bancshares Corporation (the “Company”) issued a press release announcing that its previously announced merger with and into Bank of the Ozarks, Inc. (“Ozarks”) is anticipated to close on February 10, 2015, subject to satisfaction of the remaining closing conditions set forth in the merger agreement, including approval and adoption of the merger agreement by the Company’s stockholders at the special meeting of stockholders scheduled for January 27, 2015. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Additional Information and Where to Find It

The Company filed with the Securities and Exchange Commission (“SEC”) on December 8, 2014 and mailed on or about December 10, 2014 to the Company’s stockholders of record on December 1, 2014, a proxy statement in connection with the merger transaction (the “Merger Proxy Statement”). The Merger Proxy Statement contains important information about the Company, Ozarks, the proposed merger and related matters. The Merger Proxy Statement, as well other filings containing information about the Company and Ozarks are available without charge at the SEC’s Internet site (http://www.sec.gov). Copies of the Merger Proxy Statement and the filings that are incorporated by reference in the Merger Proxy Statement can also be obtained, without charge, from the Company’s website (http://www.intervestbancsharescorporation.com) under the proxy statements tab and on Ozark’s website (http://www.bankozarks.com) under the Investor Relations tab.

The Company and Ozarks and their respective directors, executive officers and certain other members of management and employees may be deemed “participants” in the solicitation of proxies from stockholders of the Company in connection with the merger transaction. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of stockholders of the Company in connection with the proposed merger are set forth in the Merger Proxy Statement. You can find information about the executive officers and directors of the Company in its Annual Report on Form 10-K for the year ended December 31, 2013 and in its definitive proxy statement as filed with the SEC on March 3, 2014 and April 1, 2014, respectively. You can find information about the directors and executive officers of Ozarks in its Annual Report on Form 10-K for the year ended December 31, 2013 and in its definitive proxy statement as filed with the SEC on February 28, 2014 and March 11, 2014, respectively.

Cautionary Statement Regarding Forward-Looking Information

Statements contained in this Form 8-K that are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to factors discussed in documents filed by the Company and Ozarks from time to time. Neither the Company nor Ozarks undertakes and both specifically disclaim any obligation to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company or Ozarks.

 

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits

 

Exhibit 99.1		Press Release dated December 31, 2014.

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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 thereunto duly authorized.

 

						INTERVEST BANCSHARES CORPORATION
Date:		December 31, 2014				By:		/s/ Lowell S. Dansker
								Lowell S. Dansker
								Chairman and Chief Executive Officer
								(Principal Executive Officer)
						By:		/s/ John J. Arvonio
								Chief Financial and Accounting Officer
								(Principal Financial Officer)

Exhibit 99.1

News Release

 

Release Time:		Immediate
Contact for Bank of the Ozarks:		Susan Blair, [phone]
Contact for Intervest:		Lowell Dansker, [phone]
Date:		December 31, 2014

Bank of the Ozarks, Inc. and Intervest Bancshares Corporation

Announce Expected Closing Date for Pending Merger

LITTLE ROCK, ARKANSAS/NEW YORK, NEW YORK –Bank of the Ozarks, Inc. (“Ozarks”) (NASDAQ: OZRK) and Intervest Bancshares Corporation (“Intervest”) (NASDAQ: IBCA) today jointly announced that the companies expect the previously announced merger transaction will close on or about February 10, 2015, subject to satisfaction of the remaining closing conditions set forth in the merger agreement, including the approval and adoption of the merger agreement by Intervest’s stockholders at the special meeting of stockholders scheduled for January 27, 2015. All required regulatory approvals for the merger of Intervest with and into Ozarks have been received.

ABOUT BANK OF THE OZARKS, INC.

Bank of the Ozarks, Inc. is a bank holding company with $6.58 billion in total assets as of September 30, 2014 and trades on the NASDAQ Global Select Market under the symbol “OZRK.” Ozarks owns a state-chartered subsidiary bank that conducts banking operations through 159 offices in Arkansas, Georgia, North Carolina, Texas, Florida, Alabama, South Carolina, New York and California. Ozarks may be contacted at [phone] or P. O. Box 8811, Little Rock, Arkansas 72231-8811.

Ozark’s website is: www.bankozarks.com.

ABOUT INTERVEST BANCSHARES CORPORATION

Intervest Bancshares Corporation is a bank holding company. Its operating subsidiary is Intervest National Bank, a nationally chartered commercial bank that has its headquarters and full-service banking office at One Rockefeller Plaza in New York City, and a total of six full-service banking offices in Clearwater and Gulfport, Florida. Intervest’s’s Common Stock is listed on the NASDAQ Global Select Market under the trading symbol “IBCA.” Intervest’s website is www.intervestbancsharescorporation.com.

ADDITIONAL INFORMATION

This communication is being made in respect of the proposed merger transaction involving Intervest and Ozarks. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger, Intervest has filed a definitive proxy statement with the Securities and Exchange Commission (“SEC”) and Ozarks has filed a final prospectus with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. These documents, as well as other filings containing information about Intervest and Ozarks are available, without charge, at the SEC’s internet site (http://www.sec.gov). Copies of the proxy statement/prospectus can also be obtained, without charge, from Intervest’s website at http://www.intervestbancsharescorporation.com under the proxy statements tab and from Ozarks website at http://www.bankozarks.com under the Investor Relations tab.

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Intervest and Ozarks and their respective directors, executive officers and certain other members of management and employees may be deemed “participants” in the solicitation of proxies from stockholders of Intervest in connection with the merger transaction. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of stockholders of Intervest in connection with the proposed merger are set forth in the proxy statement/prospectus. You can find information about Intervest’s executive officers and directors in its Annual Report on Form 10-K for the year ended December 31, 2013 and in its definitive proxy statement as filed with the SEC on March 3, 2014 and April 1, 2014, respectively. You can find information about Ozarks’ directors and executive officers in its Annual Report on Form 10-K for the year ended December 31, 2013 and in its definitive proxy statement as filed with the SEC on February 28, 2014 and March 11, 2014, respectively.

CAUTION ABOUT FORWARD-LOOKING STATEMENTS

This release may contain forward-looking information. Words such as “may,” “will,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project,” “assume,” “indicate,” “continue,” “target,” “goal,” and similar words or expressions of the future are intended to identify forward-looking statements. This information is intended to be covered by the Private Securities Litigation Reform Act of 1995. Except for historical information, the matters discussed herein are subject to certain risks and uncertainties that may adversely affect the business, financial condition and results of operations of Ozarks and Intervest. These forward-looking statements include, without limitation, statements relating to the closing of the proposed transaction between Intervest and Ozarks. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, many of which are beyond the parties control, including the parties ability to consummate the transaction or to satisfy the conditions to completion of the transaction, including the receipt of stockholder approval and the parties ability to meet expectations regarding the timing of the transaction. Additional factors are described in Intervest’s and Ozark’s filings with the SEC. Neither Intervest nor Ozarks assume any obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.