UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
Bank of the Ozarks, Inc.
(Exact name of registrant as specified in its charter)
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Arkansas |
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0-22759 |
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71-0556208 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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17901 Chenal Parkway, Little Rock, Arkansas |
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72223 |
(Address of principal executive offices) |
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(Zip Code) |
(501) 978-2265
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
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.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On December 31, 2014, Bank of the Ozarks, Inc. (the Company) and
Intervest Bancshares Corporation (Intervest) issued a joint press release announcing 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 Intervests 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 Regarding the Merger
This communication is being made in respect of the proposed merger transaction involving the Company and Intervest. 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. The Company filed with the Securities and Exchange Commission (SEC) a registration statement on Form S-4 (Registration
Statement No. 333-199012) that includes a prospectus of the Company and a proxy statement of Intervest. The SEC declared the registration statement effective on December 5, 2014. A definitive proxy statement/prospectus dated
December 8, 2014 (the Merger Proxy Statement) was mailed on or about December 10, 2014 to Intervests stockholders. The Merger Proxy Statement contains important information about the Company, Intervest, the proposed
merger and related matters. The Merger Proxy Statement, as well other filings containing information about the Company and Intervest are available without charge at the SECs 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 Intervests website (http://www.intervestbancsharescorporation.com) under the proxy statements tab and on the
Companys website (http://www.bankozarks.com) under the Investor Relations tab.
The Company and Intervest 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 Intervests stockholders 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 Intervest 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 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 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. These forward-looking statements include, without limitation, statements relating to the closing of the proposed transaction between Intervest and the Company. 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 Intervest from time to
time. Neither the Company nor Intervest 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 Intervest.
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
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Exhibit 99.1 |
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Press Release dated December 31, 2014: Bank of the Ozarks, Inc. and Intervest Bancshares Corporation Announce Expected Closing Date for Pending Merger |
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 hereunto duly authorized.
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BANK OF THE OZARKS, INC. |
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Date: December 31, 2014 |
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/s/ Greg L. McKinney |
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Greg L. McKinney |
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Chief Financial Officer and Chief Accounting Officer |
EXHIBIT INDEX
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Exhibit No. |
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Document Description |
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99.1 |
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Press Release dated December 31, 2014: Bank of the Ozarks, Inc. and Intervest Bancshares Corporation Announce Expected Closing Date for Pending Merger |
Exhibit 99.1
News Release
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Release Time: |
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Immediate |
Contact for Bank of the Ozarks: |
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Susan Blair, (501) 978-2217 |
Contact for Intervest: |
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Lowell Dansker, (212) 218-2800 |
Date: |
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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 Intervests 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 (501) 978-2265 or P. O. Box 8811, Little Rock, Arkansas 72231-8811. Ozarks 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. Intervests Common Stock is listed on the NASDAQ Global Select Market under the trading symbol IBCA. Intervests 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 SECs
internet site
(http://www.sec.gov). Copies of the proxy statement/prospectus can also be obtained, without charge, from Intervests 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.
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 Intervests 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 Intervests and Ozarks 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.
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