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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): June 26, 1998
BLUE RIVER BANCSHARES, INC.
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(Exact name of Registrant as specified in its charter)
Indiana 0-24501 35-2016637
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
29 East Washington Street, Shelbyville, IN 46176
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(Address of Principal Executive Offices) Zip Code
(317) 392-7700
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OF ASSETS
Effective June 26, 1998, Blue River Bancshares, Inc. (the "Registrant")
acquired Shelby County Savings Bank, FSB (the "Bank"), a federal stock savings
bank, pursuant to an Amended and Restated Agreement and Plan of Merger, dated
March 12, 1998, as amended (the "Merger Agreement"), by and among the
Registrant, the Bank and Shelby County Bancorp ("SCB"), an Indiana corporation
and the parent company of the Bank.
The Merger Agreement provided, among other things, for (a) the merger of
SCB with and into the Registrant (the "Merger"), with the Registrant being the
surviving corporation and the Bank being a wholly-owned subsidiary of the
Registrant following the Merger, and (b) the conversion of each of the
outstanding shares of common stock of SCB at the effective time of the Merger
into the right to receive the sum of $56.00 per share. The aggregate cash
consideration to be paid by the Registrant pursuant to the Merger Agreement
for all of the outstanding shares of SCB to be common stock is $10,626,000.00
(the "Merger Consideration").
On June 26, 1998, the Registrant completed its public offering of
1,500,000 common shares at a price of $12.00 per share. The offering was
underwritten by Roney Capital Markets, a division of First Chicago Capital
Markets, Inc. A portion of the proceeds from the sale of the new shares will
be used to pay the Merger Consideration.
The Bank is a savings bank with its main office located in Shelbyville,
Indiana and its branch offices located in Shelbyville, Morristown and St.
Paul, Shelby County, Indiana. Following the Merger, the Registrant intends to
continue to use the assets of the Bank in the business of banking. On June
26, 1998, in connection with the Merger, the Bank changed its name to Shelby
County Bank.
The Merger Consideration was determined through arms-length negotiations
between the Registrant and SCB. The Registrant consulted with its financial
advisor, Roney Capital Markets, in negotiation of the Merger Consideration and
the Board of Directors of SCB received a fairness opinion from its financial
advisor, Trident Financial Corporation, that the Merger Consideration to be
received by the shareholders of SCB was fair from a financial point of view.
D. Warren Robison, Vice President, Secretary and Director of the
Registrant, is the nephew of James M. Robison, the former Chairman of SCB and
the Bank. They had no agreement or understanding as to any matter in
connection with the Merger, and the negotiations with respect to the Merger
were conducted at arms-length.
On June 26, 1998, the Registrant issued the news release set forth in
Exhibit 99 attached hereto, which is incorporated herein by reference.
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ITEM 5. OTHER EVENTS
Prior to the Registrant's acquisition of the Bank, the Bank received a
letter from the Office of Thrift Supervision ("OTS") dated May 6, 1998
indicating that the Board of Directors of the Bank had failed to establish
systems necessary to prudently conduct commercial real estate and commercial
lending and that such lending should cease until certain corrective action is
taken and approval to resume commercial real estate and commercial lending has
been obtained from the OTS. The Registrant implemented a strategy to address
the OTS' concerns and to have the restrictions on commercial real estate and
commercial lending lifted at the closing of the Merger. On June 26, 1998 (the
effective date of the Merger), the OTS lifted the restrictions on commercial
real estate and commercial lending at the Bank.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
(1) The financial statements of SCB required to be filed in response to
Item 7(a)(1) are incorporated herein by reference to the section
"Consolidated Financial Statements of Shelby County Bancorp" in the
Registrant's Amendment No. 3 to Form SB-2, File No. 333-48269, dated
June 22, 1998.
(2) The accountant's report required to be filed in response to Item
7(a)(2) is incorporated herein by reference to the section
"Consolidated Financial Statements of Shelby County Bancorp" in the
Registrant's Amendment No. 3 to Form SB-2, File No. 333-48269, dated
June 22, 1998.
(b) PRO FORMA FINANCIAL INFORMATION
The pro forma financial information required to be filed in response
to Item 7(b) is incorporated herein by reference to the section "
Unaudited Pro Forma Combined Financial Statements" in the
Registrant's Amendment No. 3 to Form SB-2, File No. 333-48269, dated
June 22, 1998.
(c) EXHIBITS
2.1 Amended and Restated Agreement of Affiliation and Merger dated March
12, 1998 by and among the Registrant, SCB and the Bank (incorporated
by reference to Exhibit 2.1 of the Registrant's Form SB-2, File No.
333-48269, dated March 19, 1998).
2.2 Amendment to Amended and Restated Agreement of Affiliation and
Merger dated June 2, 1998, by and among the Registrant, SCB and the
Bank (incorporated by reference to Exhibit 2.2 of the Registrant's
Amendment No. 1 to Form SB-2, File No. 333-48269, dated June 8,
1998).
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23 Consent of Independent Auditor of SCB.
27 Financial Data Schedule (incorporated by referenced to Exhibits
27.1 and 27.2 of the Registrant's Amendment No. 1 to Form SB-2, File
No. 333-48269, dated June 8, 1998).
99 News Release of the Registrant dated June 26, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
BLUE RIVER BANCSHARES, INC.
(The Registrant)
Date: July 2, 1998 By: /s/ BRADLEY A. LONG
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Bradley A. Long, Vice President
and Chief Financial Officer
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Exhibit 23
The Board of Directors
Blue River Bancshares, Inc.:
We consent to the incorporation by reference in the Form 8-K filed by Blue
River Bancshares, Inc. of our report dated November 21, 1997, with respect to
the consolidated statements of financial condition of Shelby County Bancorp
and subsidiary as of September 30, 1997 and 1996, and the related consolidated
statements of earnings, shareholders' equity and cash flows for the years then
ended, which report appears in the Registration Statement (No. 333-48269) on
Form SB-2 filed by Blue River Bancshares, Inc.
/s/ KPMG PEAT MARWICK, LLP
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Indianapolis, Indiana
June 30, 1998
Exhibit 99
PRESS RELEASE
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Blue River Bancshares, Inc. * 29 East Washington Street, P. O. Box 927 *
Shelbyville, Indiana 46176
FOR IMMEDIATE RELEASE
DATE: June 26, 1998
CONTACT: Robert C. Reed, President
Blue River Bancshares, Inc.
(317) 392-7700
BLUE RIVER BANCSHARES COMPLETES OFFERING AND ACQUIRES SHELBY COUNTY SAVINGS
BANK
Shelbyville, Indiana--Blue River Bancshares, Inc. (Nasdaq: BRBI) has
completed a public offering of 1,500,000 new common shares at a price of $12
per share. The offering was underwritten by Roney Capital Markets, a division
of First Chicago Capital Markets, Inc. A portion of the proceeds from the
sale of the new shares will be used to acquire Shelby County Savings Bank, FSB
(the "Bank"), through the merger of the Bank's holding company, Shelby County
Bancorp, into the Company. The remaining proceeds will be used for general
corporate purposes including an addition to the capital of Shelby County
Savings Bank. The acquisition of Shelby County Savings Bank by Blue River
Bancshares was completed at noon on Friday, June 26, 1998, and the Bank then
changed its name to Shelby County Bank.
The Company's common stock is now traded on the Nasdaq SmallCap Stock
Market under the symbol BRBI. Shelby County Bank is a federal stock savings
bank with assets of $97.4 million as of March 31, 1998.
Because the financial institutions presently serving Shelby County are
dominated by out-of-town banks, Blue River Bancshares believes that there is a
favorable opportunity for a locally-managed community bank that demonstrates
an interest in the business and personal financial affairs of its customers.
"We are excited about the prospects of Shelby County Bank as a community
bank headquartered in Shelbyville, Indiana," said Mr. Reed, the new President
of Shelby County Bank. Mr. Reed further stated that, "the purpose of forming
Blue River Bancshares was to ensure that Shelby County continues to have a
locally managed community bank, and the acquisition of the Bank fulfills this
goal."
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This news release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws
of any such State.
Copies of the Prospectus relating to the offering may be obtained from
Roney Capital Markets, 1 Griswold Street, Detroit, MI 48226, 313-963-6700.
Statements in this press release which express "belief", "intention",
"expectation" or "prospects", as well as other statements which are not
historical fact, are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and involve certain risks and
uncertainties.
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